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HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 04/03/2018 - RESOLUTION 2018-032 AUTHORIZING THE CITY MANAGER TAgenda Item 11 Item # 11 Page 1 AGENDA ITEM SUMMARY April 3, 2018 City Council STAFF Carol Workman, Acting Director of Police Information Services Bronwyn Scurlock, Legal SUBJECT Resolution 2018-032 Authorizing the City Manager to Enter Into an Intergovernmental Agreement Concerning the Northern Colorado Regional Communication Network. EXECUTIVE SUMMARY The purpose of this item is to authorize the City to enter into an updated intergovernmental agreement (IGA) concerning the Northern Colorado Regional Communications Network (NCRCN). This IGA establishes three primary partners (the City of Fort Collins, the City of Loveland, and Larimer County) as “Partner Agencies”, and identifies the responsibilities in sharing in the management, use, and cost of operating the regional radio communications system. It also outlines the division of existing radio assets. STAFF RECOMMENDATION Staff recommends adoption of the Resolution. BACKGROUND / DISCUSSION The NCRCN was established after the City of Loveland and Poudre School District contracted with Motorola Software Solutions to build a radio system. Soon after, the City and Poudre Fire Authority added equipment and radio sites to expand the radio system. The first IGA was established in 1999 with 13 different member agencies. It ensured the regional radio communications system was managed, regulated, and that there was oversight in the use and maintenance of the system. NCRCN continues to maintain the system with radio fees from each of its member agencies. • In 2003, NCRCN partnered with the State of Colorado, which had also partnered with Motorola, for a state-wide radio system. The two groups, as well as other agencies, brought equipment together for a more robust system, and eliminated duplication of equipment and radio systems. This collaboration ultimately created the State’s Digital Trunked Radio System (DTRS). • In 2013, the NCRCN Board made the decision to join the Front Range Communications Consortium (FRCC), which was a radio system separate from the State’s DTRS. That system was owned by both Weld and Adams Counties. • NCRCN’s desire to move to FRCC created concerns for Larimer County regarding radio interoperability and the ability to communicate with regional partners. That concern illustrated the need to have an inclusive regional partnership with all Larimer County agencies and to keep NCRCN assets in the region. Agenda Item 11 Item # 11 Page 2 • Over the last several years, the NCRCN Board has been working to establish a new structure, outline a new regional partnership, and identify the responsibilities of a 3-member board, including one representative each from the City of Fort Collins, Loveland and Larimer County. • In the proposed IGA, the City would accept ownership for the NCRCN assets at two radio sites. These assets and subsequent responsibilities of the City include maintenance of equipment and radios, and required services to ensure compliance with the State’s DTRS. • The proposed IGA includes a way for other governmental agencies (Member Agencies) to continue to contribute financially to assist in the maintenance and any future upgrades at the two City-owned radio sites through the execution of separate intergovernmental agreements with the Partner Agencies. • Police Services, Utilities, Transfort, and Natural Resources are currently included in the NCRCN. CITY FINANCIAL IMPACTS By authorizing the execution of this IGA, the City: • Accepts ownership for two radio sites, valued at approximately $1.7 million. • Accepts responsibility for paying approximately $42K for yearly maintenance on the two radio sites. Member Agency contributions will assist in paying for the maintenance, upgrades, use and added functionality to the system. • Reserves will be utilized to pay for current technology upgrades. Future technology requirements and upgrades will be planned and discussed with member agencies as it relates to funding modifications and as outlined in the IGA. • Anticipates annual contributions from member agencies at roughly $96K. In addition, the City accepts responsibility for their continued contribution of roughly $76K as the City’s portion of the maintenance, use and necessary upgrades/replacements to the system. -1- RESOLUTION 2018-032 OF THE COUNCIL OF THE CITY OF FORT COLLINS AUTHORIZING THE CITY MANAGER TO ENTER INTO AN INTERGOVERNMENTAL AGREEMENT CONCERNING THE NORTHERN COLORADO REGIONAL COMMUNICATION NETWORK WHEREAS, the City has been a party to an intergovernmental agreement (“IGA”) concerning the Northern Colorado Regional Communication Network (“NCRCN”) since December of 1999; and WHEREAS, the purpose of the NCRCN is to provide a means for the member agencies to economically combine resources and provide an interoperable public safety radio system for the citizens of Larimer County communities; and WHEREAS, the IGA concerning the NCRCN was last updated in 2009, and over the last several years the NCRCN board has been working on establishing a new NCRCN structure and partnership; and WHEREAS, the City, the City of Loveland and Larimer County (“Partner Agencies”) desire to enter into an updated IGA in substantially the form attached as Exhibit “A” (the “NCRCN IGA”), to reflect these structure and partnership changes, to set forth each entities’ responsibilities, and to govern the funding for and the operation and use of the radio system; and WHEREAS, the proposed NCRCN IGA includes a way for other governmental agencies to continue to contribute financially to assist in the maintenance and any future upgrades at the City-owned radio sites through the execution of separate intergovernmental agreements with the Partner Agencies; and WHEREAS, Part 2 of Article 1 of Title 29, C.R.S. authorizes governments to cooperate and contract with one another to provide any function, service or facility lawfully authorized to each, including authority to provide for the joint exercise of such functions, services or facilities; and WHEREAS, Article II, Section 16 of the City Charter empowers the City Council, by ordinance or resolution, to enter into contracts with governmental bodies to furnish governmental services and make charges for such services, or enter into cooperative or joint activities with other governmental bodies; and WHEREAS, under Section 1-22 of the City Code, intergovernmental agreements and other cooperative arrangements between the City and other governmental entities are to be submitted to the City Council for review, unless they fit within one of the exceptions that permit execution by the City Manager; and WHEREAS, the City Council has determined that it is in the best interest of the City to enter into the NCRCN IGA. -2- NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That the City Manager is hereby authorized to execute the NCRCN IGA in substantially the same form as shown on Exhibit “A”, attached hereto and incorporated herein by this reference, with such modifications and additional terms as the City Manager, in consultation with the City Attorney, determines is necessary and appropriate to protect the interests of the City. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 3rd day of April, A.D. 2018. _________________________________ Mayor ATTEST: _____________________________ City Clerk 1 INTERGOVERNMENTAL AGREEMENT CONCERNING THE NORTHERN COLORADO REGIONAL COMMUNICATION NETWORK THIS AGREEMENT is made and entered into this ___ day of ___, 2018, by and between the CITY OF FORT COLLINS, COLORADO, a municipal corporation (hereinafter referred to as “Fort Collins"), the CITY OF LOVELAND, COLORADO, a municipal corporation (hereinafter referred to as “Loveland"), and LARIMER COUNTY, COLORADO, a political subdivision of the State of Colorado (hereinafter referred to as the "County''). WHEREAS, Fort Collins, Loveland, and the County (the “Partners”) desire to share in the management, use, and cost of operating a regional radio communications system (“Regional System” or System), and desire to enter into this Agreement in order to state their respective rights and obligations concerning the purchase, maintenance, operation, and use of the System; and WHEREAS, the purpose of NCRCN is to provide a means for the member agencies to economically combine resources and provide an interoperable public safety radio system for the citizens of Larimer County communities; and WHEREAS, NCRCN is a resource sharing radio network and serves as a sub- system within the Colorado statewide Digital Trunked Radio System (DTRS). NCRCN Partners/Members provide site and dispatch center infrastructure connected to the System and Zone cores for common use in the DTRS; and WHEREAS, in the performance of their governmental functions, each Partner has obtained, through leases or purchases, certain radio and associated communications equipment which is part of the System consisting of certain 800/700 MHZ trunked repeaters and related fixed equipment ("Infrastructure") utilized and provided by the Partners; and WHEREAS, the Partners are authorized to utilize radio communications in the performance of their various governmental functions and to enter into intergovernmental agreements to provide any function, service, or facility as provided in Sections 29-1-201, C.R.S., and 29-1-203, C.R.S. WHEREAS, the Partners desire to continue to cooperate and contract with one another and with other parties that may wish to become Members of the NCRCN, as defined below, through separate IGAs, (“Members”). NOW, THEREFORE, in consideration of the mutual promises contained herein, the Partners agree as follows: EXHIBIT A 2 1. Term This Agreement shall be effective as of the date written above, and shall continue for five years with an option to extend it in five-year increments. Any party may terminate its part in this Agreement as provided in paragraph 17, below. 2. Establishment There is hereby established an association of entities to be known as the Northern Colorado Regional Communication Network (“NCRCN”) for the purpose of coordinating and facilitating the Regional System’s activities and modifications. Each entity located in Northern Colorado that has subscriber units on the System with approval of the Executive Committee shall be entitled to membership in the NCRCN through a separate agreement. The NCRCN is not a separate legal entity. The parties enter into this Agreement as separate and independent entities and each shall maintain such status throughout the term of this Agreement. 3. Executive Committee and Delegation of Authority to Executive Committee a. General: The NCRCN Partners shall cooperate through an Executive Committee made up of one senior management member from each Partner. The Executive Committee will generate operational policy and oversee all operations. b. By-laws: The Executive Committee shall adopt by-laws setting forth the rules under which the Committee shall operate, including what manner if any electronic participation is authorized. Each member of the Executive Committee shall have one vote. c. Voting: The Executive Committee shall meet at least quarterly for the purpose of reviewing the performance and operation of the Regional System. Only decisions made with all Executive Committee Members present, which constitutes a quorum, and a 2/3 vote of the Executive Committee with regard to the operation of the Regional System, shall be binding upon each Partner and Member to this Agreement. By executing this Agreement, the governing body of each entity hereby delegates to the Executive Committee of the NCRCN the power and authority to make decisions concerning the operation of the Regional System. The Executive Committee shall have the authority to restrict access to and use of the Regional System by any user who is not an entity bound by this Agreement. 3 4. Technical Committee A Technical Committee will advise the Executive Committee on technical, functional, and operational matters as required. Members of the Technical Committee will be nominated by either a Partner or a Member agency (collectively referred to as parties) and must be approved by a majority of the Executive Committee. If funding is necessary, the Technical Committee shall seek funding from each Partner’s appropriate governing body. 5. Membership Any entity in Colorado may become a Member of the NCRCN by providing the Executive Committee with documentation evidencing the number of subscriber units, which the entity has allocated on the System, and may be approved for Membership by the Executive Committee and by agreeing to the terms and conditions of this Agreement through a separate agreement executed with the Partner owning the primarily utilized Infrastructure and by that Member paying the fees to that Partner as established annually by the Executive Committee. 6. System The System shall consist of the equipment/radios, software, maintenance, and services purchased in order to become compliant with the State of Colorado’s Digital Trunked Radio System (DTRS). The DTRS system assets solely owned by a Partner, will be retained by that Partner. The Partners acknowledge and approve the following division of NCRCN “system” assets: City of Fort Collins • Horsetooth (Although Fort Collins is responsible for the NCRCN system assets at Horsetooth, Larimer County owns other equipment at this Horsetooth site that is not part of the NCRCN system assets, as described in this section, including grounds, building, generator, microwave, and other miscellaneous electronics.) • Poudre Valley Hospital City of Loveland • Loveland • Bald Mountain North Larimer County • Drake The Partners may cooperatively manage and/or fund equipment, frequencies, and maintenance between themselves or with other entities such as the State of Colorado-OIT at any jointly utilized site. 4 7. Ownership, Maintenance, and Update of System Each of the Partners shall maintain and update their respective part of the System. Future System components and maintenance will be purchased through each Partner’s assigned funding and each Partner’s respective purchasing procedures and guidelines. Any future grants, stipends, other outside funding, reimbursements, excluding pre-existing member contributions as described in Sections 8 and 10, shall be applied or credited to the Partners in shares commensurate with their ownership interests in sites and number of radio channels. The Executive Committee may consider population, geographic area covered, and the rate of usage regarding what percentage each primary partner receives from their pre-existing member as noted in paragraph 10. Each Partner will provide technicians properly trained in the operation and maintenance of the entire System, who shall maintain each Infrastructure and who may share responsibility for System administration. NCRCN members owning site and dispatch center infrastructure maintain the DTRS standard level of technology through system upgrades in accordance with the DTRS upgrade plan. Partners may provide their own software and hardware upgrades or may partner with Colorado OIT, through individual agency agreements for system upgrades. In the event that any of the Parties’ portions of the System are lease-purchased, the individual City/County shall be the sole Lessee in any lease-purchase agreement, and shall be the sole entity authorized to exercise any purchase option under such agreement and take title to any lease-purchase equipment. Nothing in this Agreement shall prevent or constrain that entity or the leasing company from terminating any lease-purchase agreement under the terms of such agreement. 8. Cost Allocation and Member Contributions Each Partner assumes the responsibility of allocating the necessary funding through its budgeting and financial systems to maintain its owned assets. Each Partner may enter into separate agreements with Members that primarily utilize the Partner’s Infrastructure and will charge such Member a per-subscriber unit fee or flat fee that will be established annually at the beginning of each calendar year by the Executive Committee. No partner will charge a member agency more than the annually established fee or agreed upon costs but may negotiate lesser fees based on system usage. A template of said agreement for Partners to use with associated Member’s is attached as Exhibit A. 5 The fees will be paid from the Member organization directly to the Partner with which the Member has signed a subsequent IGA and will be utilized by the Partner for any expenses directly related to the maintenance, support, or the upgrade or enhancement of the System. Nothing in this Agreement keeps two or more Partners/Members from cooperating financially or logistically to maintain, support, or upgrade any part of the System or individually held assets beyond the basic obligations set forth in this Agreement. 9. Restriction of Use and System Degradation In the event that a Partner, Member, or other user causes any negative interference or otherwise causes disruption/damage to said Infrastructure or the Regional System, or fails to pay the fees set by the Executive Committee, the Partner owning the Infrastructure may restrict use of said Infrastructure by the entity causing interference, disruption, damage, or failure to pay. No Partner or Member shall engage in any activity that might result in the degradation of the System. If such activity is identified, the responsible party will take immediate action to rectify the situation and restore System functionality to pre-degradation levels at the responsible party’s cost. 10. Pre-Existing Members / Interconnection The Partners agree that the following agencies are pre-existing Members and that such agencies are authorized to interconnect to the system once agreements are executed with the Partner that own their primarily used System asset/Infrastructure. The pre-existing Members and their primary Partner are as follows: 1. Banner Health Emergency City of Fort Collins 2. Berthoud Fire Department City of Loveland 3. Bureau of Reclamation City of Fort Collins 4. CSU Police Department City of Fort Collins 5. Estes Park Medical Center-EMS City of Fort Collins 6. Estes Park Police City of Fort Collins 7. Estes Park Public Works City of Fort Collins 8. Estes Valley Fire Protection District City of Fort Collins 9. Federal Protective Service City of Fort Collins 10. Loveland Fire Rescue Authority City of Loveland 11. McKee Medical Center City of Loveland 12. Northern Colorado Water Conservancy District City of Loveland 13. Platte River Power Authority City of Fort Collins 14. Poudre Fire Authority City of Fort Collins 15. Poudre School District City of Fort Collins 6 16. Poudre Valley Hospital-UCH City of Fort Collins 17. Thompson Valley EMS City of Loveland 18. Wellington Fire Department City of Fort Collins 19. Windsor/Severance Fire City of Fort Collins Such pre-existing Members are authorized under this Agreement to have interconnectivity with the system upon execution of an IGA with a Partner owning the Infrastructure they utilize the most. The Partners agree that any financial obligation of integrating these agencies into the System has already been addressed in their respective costs and no additional funding shall be required of such Members, except as outlined in their respective agreements. Nothing in this Agreement shall imply or convey upon a pre-existing Member, or Member added in the future, the right to maintain access to the System. Each Partner retains the right to revoke such connectivity and access to the System at any time if obligations of this Agreement or any individual agreements are not met. 11. Initial Transition of Funds The Parties acknowledge that this Agreement is replacing all previous Agreements controlling the structure and operations of the NCRCN. As such, the NCRCN currently has reserves in the amount of $113,959.70. The Parties agree that all NCRCN reserve funds shall be divided equally upon execution of this Agreement between the City of Fort Collins and the City of Loveland, thereby distributing $56,979.85, or whatever such amount is remaining split equally between to each of the aforementioned Cities. Such funds will be used by Loveland and Fort Collins specifically for the operation, maintenance and/or enhancement of the DTRS system at the specified sites outlined under Section 6 - “System”. 12. Notice Whenever a notice is either required or permitted to be given, it shall be given in writing and delivered personally, or delivered by the postal service, postage prepaid, to the other Party at the address indicated below, or at such other address as may be designated in writing by any Parties: City of Fort Collins: City Manager City of Fort Collins P.O. Box 580 Fort Collins, Colorado 80522-0580 Copy to: Chief of Police Fort Collins Police Services P.O. Box 580 7 Fort Collins, Colorado 80522-0580 City of Loveland: City Manager City of Loveland 500 E 3 rd St. Loveland, Colorado 80537 Copy to: Chief of Police City of Loveland 810 E 10 th St., Suite 100 Loveland, Colorado 80537 County: County Manager Larimer County P.O. Box 1190 Fort Collins, Colorado 80522 Copy to: Sheriff Larimer County 2501 Midpoint Drive Fort Collins, Colorado 80525 13. Jurisdiction of Entity Except as set forth in paragraph three (3) concerning the delegation of the authority to make decisions concerning the operation of the Regional System, nothing in this Agreement shall be construed to limit the authority or jurisdiction of any Partner or Member of the NCRCN. 14. Liability Each Partner and Member shall be responsible for any and all claims, damages, liability and court awards including costs, expenses and attorney fees incurred as a result of any action or omission of such Partner or Member or its officers, employees and agents in connection with the performance of this Agreement. Nothing in this Agreement shall be construed as a waiver of the notice requirements, defenses, immunities, and limitations any Partner or Member may have under the Colorado Governmental Immunity Act (Sec. 24-10- 101, C.R.S., et. seq.) or to any other defenses, immunities, or limitations of liability available to them by law. Each entity, which is a party to this Agreement, is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by §§24-10- 8 101 et seq., C.R.S., as from time to time amended, or otherwise available to the Entity, its officers, or its employees. 15. Appropriations All financial obligations of the parties to this Agreement, including but not limited to the funding obligations hereof, are subject to budgeting and appropriation of such funds by the governing body, of each Partner, each fiscal year. This agreement, shall not be construed to create a multiple fiscal year debt or other financial obligation. 16. Default/Remedies Except as otherwise provided herein, in the event any party should fail or refuse to perform according to the terms of this Agreement, such party will be in default. In the event a party is in default, there shall be a period of 20 days, within which the defaulting party may give written notice to cure said default. In the event the default remains uncorrected, the non-defaulting party may elect to avail itself of any other remedy at law or equity. 17. Termination Any Partner may terminate this Agreement at any time, without cause, upon one (1) year written notice to the other parties, or by January 1 of any year if such party’s governing body fails to appropriate sufficient funds for that year. Upon termination, each Partner shall retain possession of the portion of the System housed in/at its facilities or sites, and such facilities shall be removed from the System. Should a Partner terminate this agreement under the instant paragraph, the NCRCN shall dissolve unless the Executive Committee, excluding any Executive Committee member from the terminating agency, vote, by simple majority, to amend this IGA, permitting the NCRCN to survive without the terminating Partner. All members who have IGAs with the terminating Partner shall be removed unless they enter into a new IGA with a remaining partner within 60 days. 18. Non-waiver No waiver of any breach of this Agreement shall be held or construed to be a waiver of any subsequent breach thereof. 9 19. Assignment The parties may not assign any rights or delegate any duties under this Agreement without the written consent of all parties. 20. Entire Agreement This Agreement, along with all exhibits and other documents incorporated herein, shall constitute the entire agreement of the Partners and supersedes any prior agreement between the Partners and pre-existing Members. This Agreement shall inure to the benefit of their respective successors and assigns. Covenants or representations not contained in this Agreement shall not be binding on the parties. No amendment to this Agreement shall be enforceable unless in writing and signed by both parties. 21. Law/Severability This Agreement shall be governed in all respects by the laws of the State of Colorado. 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 of this Agreement. 22. Attorney’s Fees In the event that any Partner shall default under any of the provisions of this Agreement and the non-defaulting Partners shall commence litigation to enforce this Agreement, the defaulting Partner shall be liable for all costs, expenses and reasonable attorneys’ fees incurred by the non-defaulting Partners concerning such litigation. 23. Counterparts/ Electronic Signatures This Contract may be executed in counterparts, or by electronic signature in accordance with C.R.S 24-71.3-101 et seq. 10 SIGNATURE PAGE INTERGOVERNMENTAL AGREEMENT REGARDING THE NORTHERN COLORADO REGIONAL COMMUNICATIONS NETWORK (TOTAL PAGES OF AGREEMENT – 15) (TOTAL SIGNATURE PAGES – 3) Dated this ___________, 2018. CITY OF FORT COLLINS, COLORADO A Municipal Corporation By: _________________________________ Darin A. Atteberry, City Manager Date: ________________________ ATTEST: ___________________________________ ______________________ City Clerk Date APPROVED AS TO SUBSTANCE: __________________________________ ______________________ Terry Jones, Chief of Police Date APPROVED AS TO FORM: _________________________________ ______________________ Assistant City Attorney Date 11 SIGNATURE PAGE INTERGOVERNMENTAL AGREEMENT REGARDING THE NORTHERN COLORADO REGIONAL COMMUNICATIONS NETWORK (TOTAL PAGES OF AGREEMENT – 15) (TOTAL SIGNATURE PAGES – 3) Dated this ___________, 2018. CITY OF LOVELAND, COLORADO By: _________________________________ Steve C Adams, City Manager Date: ________________________ ATTEST: ___________________________________ ______________________ City Clerk Date APPROVED AS TO SUBSTANCE: __________________________________ ______________________ Bob Ticer, Chief of Police Date APPROVED AS TO FORM: _________________________________ ______________________ Assistant City Attorney Date 12 SIGNATURE PAGE INTERGOVERNMENTAL AGREEMENT REGARDING THE NORTHERN COLORADO REGIONAL COMMUNICATIONS NETWORK (TOTAL PAGES OF AGREEMENT – 15) (TOTAL SIGNATURE PAGES – 3) Dated this ___________, 2018. LARIMER COUNTY By: _________________________________ County Manager Date: ________________________ ATTEST: ___________________________________ ______________________ City Clerk Date APPROVED AS TO SUBSTANCE: __________________________________ ______________________ Date APPROVED AS TO FORM: _________________________________ ______________________ County Attorney Date 13 EXHIBIT A TO NCRCN IGA AGREEMENT CONCERNING MEMBER CONTRIBUTION TO THE NORTHERN COLORADO REGIONAL COMMUNICATION NETWORK (NCRCN) ASSOCIATED PARTNER AGENCY THIS AGREEMENT, made and entered into this ____ day of ____________, 201_, by and between the [Insert Partner Agency], [a Colorado municipal corporation] [a political subdivision of the state of Colorado] (“the City” [the County]) and the [member agency] (“___”). WHEREAS, the NCRCN Partner Agency [insert Partner Agency] desires to provide effective communication with other Member Agencies; and WHEREAS, the NCRCN was created via Intergovernmental Agreement between three Partner Agencies which include, the City of Fort Collins, Larimer County, and the City of Loveland; and WHEREAS, [insert relevant member agency] desires to maintain access to the NCRCN and falls under the primary coverage of [insert relevant Partner agency]; and WHEREAS, [insert relevant Partner agency] desires to receive an annual member contribution in an effort to maintain and grow the Partner agencies communication assets for the benefit of both the partner agency and the member agency. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. Term: The term of this agreement shall begin on ___________, and shall be automatically renewed yearly from the date of execution of this agreement, unless terminated sooner as provided herein. 2. Price: As a Partner Agency, the Member Agency shall pay _____ per year to Partner Agency for access to the NCRCN. The aforementioned amount was calculated using an agreed upon method by the Executive Committee for the NCRCN. Said price is subject to change every year based upon the method for calculation utilized by the NCRCN Executive Committee which may include costs to repair or upgrade the site/system infrastructure and/or add new functionality to the NCRCN sites. 3. Services: Member agency, upon yearly payment due within thirty (30) days of automatic renewal or thirty (30) days of execution for the first year, shall have access to the entire NCRCN as a Member Agency. 4. Member Obligation: All provisions of the 2018 NCRCN agreement are hereby incorporated and hereby made a part of this Agreement. 5. Equipment and Responsibility: The Partner Agencies remain responsible for all maintenance of the Partner Agencies network infrastructure. Member Agency is responsible for ensuring that communication devices utilized by the Member Agency are capable of sending and receiving signals and otherwise compatible with the infrastructure equipment utilized by the Partner Agencies. The Member Agency is also responsible for ensuring that 14 communication devices utilized by the Member Agency are in good working condition. 6. Appropriation: The Partner Agencies are all governmental entities; therefore, this agreement shall be subject to annual appropriations pursuant to Article X, Section 20 of the Colorado Constitution. If Partner Agency does not receive appropriated funds sufficient to participate in this agreement, the agreement shall automatically terminate at the end of such current fiscal period for which funds have been allocated, without penalty to the Partner Agency. Such termination shall not constitute an event of default under any other provision of this Agreement, and the parties shall be obligated to pay all charges incurred through the end of the current fiscal period. The non-appropriating party shall give written notice of such unavailability of funds not later than thirty (30) calendar days after it receives notice of such unavailability. 7. Liability: The parties, to the extent permitted by federal and state law, shall be liable for the acts or omissions of its respective personnel. Nothing herein shall be deemed a waiver of the notice requirements, defenses, immunities and limitations of liability that the parties and their respective officers and employees may have under the Colorado Governmental Immunity Act (C.R.S. Section 24-10-101, et seq.) and under any other law. Each Party, to the extent permitted by law, waives all claims and causes of action against the other Parties for compensation, damages, personal injury or death occurring as a consequence, direct or indirect, of the performance of this Agreement. Each Party shall be liable for any worker's compensation claims filed by its respective personnel arising from injuries sustained as a result of performance under this Agreement. 8. Relationship of the Parties: The Parties hereto enter into this Agreement as separate and independent entities and each shall maintain that status throughout the term of this Agreement. 9. Good Faith Dispute Resolution: If there is any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof, the Participating Agencies agree to discuss, in good faith, amendments to this Agreement and/or other possible resolutions. Accordingly, the Parties will first elevate the disputed issues to the respective supervisors, and if the matters are not resolved, the Parties may then engage in mediation or other non-binding dispute resolution methods. 10. Governing Law and Venue: This Agreement is made in and shall be construed and interpreted in accordance with the laws of the State of Colorado and venue will be in Larimer County, Colorado. 11. Severability: If any provision of this Agreement, or the application of such provision to any person, entity or circumstance, is held invalid, the remainder of this Agreement, or the application of such provision to persons, entities, or circumstances other than those in which it is held invalid, shall not be affected. 12. Waiver: No waiver by any of the Parties of any of the terms and conditions of this Agreement shall be deemed to be or be construed as a waiver of any other term or condition of this Agreement, nor shall a waiver of any breach of this Agreement be deemed to constitute a waiver of any subsequent breach of the same provision of this Agreement. 13. Force Majeure: Notwithstanding anything contained herein to the contrary, it is agreed that 15 in the event and to the extent that fire, flood, earthquake, natural catastrophe, explosion, accident, war, illegality, act of God, or any other cause beyond the control of any of the Parties hereto, or strikes and labor troubles (whether or not within the power of the party affected to settle the same) prevents or delays performance by any party to this Agreement, such party shall be relieved of the consequences thereof without liability, so long as and to the extent that performance is prevented by such cause; provided, however, that such party shall exercise due diligence in its efforts to resume performance within a reasonable period of time. 14. Authority: The persons who sign and execute this Agreement represent that they are duly authorized to execute this Agreement in their individual or representative capacity. 15. Assignment: This Agreement shall not be assigned by any of the Parties hereto without the prior written consent of the other Parties. 16. Counterpart Signatures: The parties agree that counterpart signatures of this Agreement shall be acceptable and that execution of the Agreement in the same form by each and every party shall be deemed to constitute full and final execution of the Agreement.