HomeMy Public PortalAboutPBC Geographic-based alert & Notification System Interlocal AgmtINTERLOCAL AGREEMENT
This Interlocal Agreement ("Agreement"), made and entered into this _22- day of
tl
Rtmt M 2011 , by and between PALM BEACH COUNTY, a political subdivision of the
State of Florida ("COUNTY") and the TOWN of GULFSTREAM ("MUNICIPALITY") each
constituting a public agency as defined in Part I of Chapter 163, Florida Statutes.
WITNESSETH:
WHEREAS Section 163.01 of the Florida Statutes, known as the Florida Interlocal
Cooperation Act of 1969, authorized local governmental units to make the most efficient use of
their powers by enabling them to cooperate with other localities on a basis of mutual advantage
and thereby to provide services and facilities in a manner and pursuant to forms of governmental
organization that will accord best with geographic, economic, population and other factors
influencing the needs and development of local communities, and
WHEREAS the COUNTY and the MUNICIPALITY are continually identifying more
effective service delivery methods which result in overall savings to the taxpayers of the
COUNTY and the State of Florida; and
WHEREAS the COUNTY has committed to purchase, install and operate a Dialogic
Geographic -based Alert and Notification System ("GeoCast Web") that meets the needs of Palm
Beach COUNTY Emergency Management and various Palm Beach COUNTY general
government agencies and municipalities; and
WHEREAS the COUNTY and the MUNICIPALITY have determined that the ability to
provide consistent, timely notifications to staff and associated personnel is critical to the
effective and efficient provision of public safety and general government services; and
WHEREAS it has been determined mutually beneficial to all Parties to execute this
Agreement which sets forth the parameters under which the MUNICIPALITY can directly
access the COUNTY's Dialogic System, providing the taxpayers of both the COUNTY and the
State of Florida the public safety benefit of consistent and timely geographic -based alerts and
notifications; and
WHEREAS Section 163.01, Florida Statutes, permits public agencies to enter into inter
local agreements with each other to jointly exercise any power, privilege or authority which such
agencies share in common and which each might exercise separately.
NOW THEREFORE in conjunction with the mutual covenants, promises and
representations contained herein, the parties hereto agree as follows:
SECTION 1: PURPOSE
1.01 The purpose of this Agreement is to set forth the parameters under which the COUNTY
will make access to its Dialogic System available to the MUNICIPALITY. This
Agreement identifies the conditions of use, the cost of access and on-going use, and the
ability of the MUNICIPALITY to participate in the operational decisions relating to the
Dialogic System.
1.02 Definitions
1.021 Dialogic Alert: A Geographic -based callout to alert citizens and visitors of an
imminent threat to life or property, or an instruction to take immediate protective
action. An example of a Dialogic Alert would be an evacuation order.
1.022 Dialogic Notification: A Geographic -based callout to notify citizens and visitors
of important or useful information. An example of a Dialogic Notification would
be a call notifying a citizen of a license expiration.
1.023 Dialogic System: The Dialogic Geographic -based Alert and Notification System
funded, purchased, installed, maintained, and owned by the COUNTY. The
system includes a computer server, the GeoCast web software, an ArcIMS
license, the Dialogic Communicator NXT 9.2 server, 58 telephone lines, and
geocoded maps.
1.024 Dialogic System Administrator: An employee with the Emergency Management
Division of the COUNTY's Department of Public Safety responsible for day to
day administration and management of the Dialogic System and the COUNTY's
designated contact person pursuant to various sections of this Agreement.
1.025 Agreement: This Agreement, including any amendments or supplements hereto,
executed and delivered in accordance with the terms hereof
SECTION 2: ADMINISTRATION OF THE COUNTY DIALOGIC SYSTEM AND USE
PROCEDURES
2.01 The Palm Beach COUNTY Division of Emergency Management is responsible for
administering the Dialogic system Within the Emergency Management Division a
position entitled "911 Specialist/Dialogic /Dialogic System Administrator" will be the
MUNICIPALITY'S day to day contact and can be reached at 561-712-6327. The
Division of Emergency Management is staffed from 8:00am to 5:00pm, Monday through
Friday, excluding COUNTY holidays. After hours emergency contact will be made
through the Emergency Management Division's COUNTY Warning Point at 561-712-
6428 and the COUNTY Warning Point will notify the on-call Emergency Management
Division personnel.
2
2.02 The MUNICIPALITY shall follow all policies, procedures, and standard operating
procedures in place at the time of this Agreement, as well as those developed in the future
and issued to the MUNICIPALITY by the Dialogic System Administrator. The
MUNICIPALITY agrees to comply with any enforcement actions required by these
policies and procedures for misuse or abuse of the COUNTY Dialogic system.
SECTION 3: DIALOGIC GEOGRAPHIC -BASED ALERT AND NOTIFICATION
DIALOGIC SYSTEM MAINTENANCE PROGRAM
3.01 The Dialogic Geographic -based Alert and Notification System consists of a computer
server, the GeoCast web software, an ArcIMS license, the Dialogic Communicator 9.2
server, 58 telephone lines, and geocoded maps.
3.02 The COUNTY will perform and coordinate routine and preventative maintenance on the
Dialogic System according to its established procedures. This maintenance includes
trouble shooting and making all repairs on a 24/7/365 basis as well as performing
preventative maintenance on the entire Dialogic System including, but not limited to,
server equipment and databases associated with the Dialogic System, but not including
MUNICIPALITY equipment. COUNTY will coordinate with Dialogic Corp., the
equipment and software Dialogic System proprietary entity, the maintenance and
troubleshooting beyond the COUNTY's control and in the control of Dialogic Corp. as
per the COUNTY/Dialogic Corp. maintenance agreement.
SECTION 4: MUNICIPALITY RESPONSIBILITIES AND EQUIPMENT
4.01 The MUNICIPALITY equipment will consist of a designated computer(s) connected to
the Internet, each equipped with a web browser. The MUNICIPALITY shall be required
to maintain its equipment in proper operating condition and ensure a functioning Internet
connection to access the Dialogic system The MUNICIPALITY shall be solely
responsible for maintenance of its computers, web browsers, and Internet -connectivity.
4.02 Within 15 days of the execution of this Agreement, the MUNICIPALITY shall provide
the COUNTY with a single MUNICIPALITY Representative in writing who shall be the
MUNICIPALITY's single point of contact for matters relating to this Agreement.
4.03 Within 15 days of the execution of this Agreement, the MUNICIPALITY shall provide
the COUNTY in writing with a list of person/positions who are authorized to utilize the
Dialogic System on behalf of the MUNICIPALITY, under the authority of the
MUNICIPALITY Representative.
4.04 The MUNICIPALITY shall receive certain access codes to the COUNTY's Dialogic
System and shall be responsible for safe guarding the code information from release to
unauthorized parties. The MUNICIPALITY shall be responsible for notifying the
Dialogic System Administrator prior to, or within 2 hours of terminating employees or
commercial service providers which had knowledge of the access codes so that the access
codes can be modified and the Dialogic System secured.
4.041 Service staff directly employed by the MUNICIPALITY shall be considered
authorized to receive access codes for maintenance of the MUNICIPALITY's
connection to the Dialogic system.
4.042 Commercial service providers are not considered authorized to receive access
codes for the COUNTY dialogic system. Agencies or departments that plan to
use commercial services for subscriber maintenance must include confidentiality
requirements in their contracts with the commercial service providers. These
requirements must be reviewed and approved (which approval will not
unreasonably be withheld) by the Dialogic System Administrator and the
COUNTY Attorney's Office prior to the MUNICIPALITY executing its contract
with a commercial Dialogic System provider.
4.05 The MUNICIPALITY is solely responsible for the performance and operation of the
MUNICIPALITY's equipment and any damages or liability resulting from the use
thereof. Should the COUNTY identify malfunctioning MUNICIPALITY -owned
equipment, the COUNTY will notify the MUNICIPALITY Representative and the
MUNICIPALITY shall discontinue use of the specific equipment until repairs are
completed. The COUNTY may, after proper notification, disable the connection of the
equipment to the Dialogic System after properly notifying the MUNICIPALITY in
writing if the equipment is causing problems with the Dialogic system.
4.06 Nothing in this Agreement shall represent a commitment by the COUNTY or shall be
construed as intent by the COUNTY to fund any portion of the MUNICIPALITY's
Equipment or Internet connectivity.
SECTION 5: DIALOGIC SYSTEM, ACCESS AND USAGE CHARGE
5.01 The MUNICIPALITY will be assessed an annual access and usage charge in the amount
of $1,500 (One Thousand Five Hundred Dollars). The annual access and usage charge
may be reviewed every three (3) years beginning October 2013 and adjusted for the
following fiscal year by notice to the MUNICIPALITY by the COUNTY's Division of
Emergency Management. This adjusted fee will be applicable for the upcoming fiscal
year and will automatically become part of this Agreement on October I" of the
applicable year.
5.02 If the effective date of this Agreement is between October 15th and September 30th, the
MUNICIPALITY will be charged pursuant to section 5.02. This charge will not be
prorated.
5.03 The MUNICIPALITY agrees that in the event of any termination of the Agreement, the
annual access and usage charge shall not be reimbursed.
:l
SECTION 6: BILLING SCHEDULE
6.01 Each November 15s the COUNTY will invoice the MUNICIPALITY for the annual
access and usage charge, in the amount of the charge described in Section 5.02.
6.02 Upon receipt of any invoice, the MUNICIPALITY will immediately review same and
report any discrepancies to the COUNTY within 10 days of receipt. Payment will be due
to the COUNTY within 30 days of receipt of the invoice. Payments shall be sent to:
Public Safety Department
Finance Director
20 S. Military Trail
West Palm Beach, FL 33415
Attn: Alert and Notification Interlocal Agreement # Invoice #
SECTION 7: COUNTY RESPONSIBILITIES
7.01 The COUNTY shall be responsible for the maintenance and operation of the Dialogic
system. The COUNTY shall notify the MUNICIPALITY Representative in advance of
scheduled maintenance which impacts the users of the Dialogic System and shall respond
to emergencies in the time frames and according to the procedures identified.
7.02 The COUNTY shall be responsible for all costs and fees associated with the operation of
the Dialogic system.
7.03 The COUNTY shall be responsible for the management of all payments made pursuant to
Section 5.
7.04 The COUNTY shall maintain access to the Dialogic System throughout the term of this
Agreement except for times of scheduled preventative maintenance, where it will be
required to disable access to the Dialogic System for a pre -determined length of time or
during times of Dialogic System failures.
7.05 The COUNTY will provide notification of Dialogic System problems and time for
Dialogic System restoration to the MUNICIPALITY Representative or designee if access
to the Dialogic System will be inaccessible for more than two hours.
SECTION 8: IMDEMNIFICATION AND LIABILITY
8.01 Governmental Agencies:
Both the COUNTY, through its PUBLIC SAFETY DEPARTMENT, and the
MUNICIPALITY, as state agencies or subdivisions of the state, as defined in Section
768.28, F.S. agrees to be fully responsible to the limits set forth in Section 768.28, F.S.
for their own negligent acts which result in claims or suits against each party respectively
and agrees to be liable to the limits set forth in Section 768.28, F.S., for any damages
caused by said acts. Nothing herein shall be construed as a waiver of sovereign immunity
by either the COUNTY, through its PUBLIC SAFETY DEPARTMENT or the
MUNICIPALITY.
8.02 The COUNTY makes no representations about the design and capabilities of the
COUNTY Dialogic System. The MUNICIPALITY has decided to enter into this
Agreement and use the COUNTY's Dialogic System based on its review of the Dialogic
System design, Dialogic System capability, manufacturing and install details contained in
the COUNTY's contract with Dialogic Communications Corporation and subsequent
testing data that may exist. The COUNTY agrees to use its best efforts to provide the
MUNICIPALITY with the use of the Dialogic System described in this Agreement, but
makes no guarantee as to the continual, uninterrupted use of the Dialogic Geographic -
based Alert and Notification Dialogic system, or its fitness for the alert and notification
needs of the MUNICIPALITY.
8.03 Neither the COUNTY or the MUNICIPALITY shall be liable to each other and for any
third party claim, which may arise out of the services provided hereunder or of the alert
and notification Dialogic System itself; its operation or use, or its failure to operate as
anticipated, upon whatever cause of action any claim is based. The Dialogic System is
designed to assist qualified governmental and emergency service professionals. It is not
intended to be a substitute for the exercise of judgment or supervision of those
professionals.
8.04 The terms and conditions of this Agreement incorporate all the rights, responsibilities, and
obligations of the parties to each other. The remedies provided herein are exclusive. The
COUNTY and the MUNICIPALITY waive all remedies, including, but not limited to,
consequential and incidental damages.
SECTION 9: OWNERSHIP OF ASSETS
All assets and services maintained under Section 4 of this Agreement will remain assets
of the MUNICIPALITY at all times. Parts incorporated into assets owned by the
MUNICIPALITY will immediately become a part of the asset and will be the property of
the MUNICIPALITY. All other assets involved in the Dialogic System will remain the
COUNTY's, despite the MUNICIPALITY's financial contribution to their maintenance,
renewal and replacement.
SECTION 10: TERMS OF AGREEMENT AND AUTOMATIC RENEWAL
The initial term of this Agreement is for three (3) years and shall commence upon the
date the Agreement is filed with the Clerk of the Circuit Court as provided in Sec. 17.
Herein, after execution by all entities joining in the Agreement and the Board of
COUNTY Commissioners. The Agreement will be automatically renewed for
increments of three (3) year terms thereafter unless otherwise notified by the
MUNICIPALITY and/or the COUNTY.
0
SECTION 11: AMENDMENTS TO THIS AGREEMENT
This Agreement may be amended from time to time by written amendment only executed
by COUNTY and the MUNICIPALITY.
SECTION 12: TERMINATION
This Agreement may be terminated by either party with or without cause. Any
termination shall be effective only on October I" of any given year and shall be
conditioned upon a minimum of six months notice.
SECTION 13: ANNUAL BUDGET APPROPRIATIONS
The COUNTY and MUNICIPALITY's performance and obligations for payment
pursuant to this Agreement are contingent upon annual appropriation for its purpose by
the COUNTY and the MUNICIPALITY.
SECTION 14: NOTICES
Any notice given pursuant to the terms of this Agreement shall be in writing and via
Certified Mail, Return Receipt Requested. The effective date of such notice shall be the
date of receipt as evidenced by the Return Receipt. All notices shall be addressed to the
following:
As to the COUNTY:
COUNTY Administrator
301 North Olive Avenue
West Palm Beach, FL 33401
Director, Public Safety Department
20 S. Military Trail
West Palm.Beach, FL 33415
With copy to:
Dialogic System Administrator
20 S. Military Trail
West Palm Beach, FL 33415
COUNTY Attorney's Office
301 North Olive Avenue
West Pahn Beach, FL 33401
As to the MUNICIPALITY:
7
William Thr akar (City Manager)
100 Sea Road
Gulf Stream, Fl. 33483
SECTION 15: APPLICABLE LAW/ENFORCEMENT COSTS
This section shall be governed by the laws of the State of Florida.
SECTION 16: EQUAL OPPORTUNITY PROVISION
The COUNTY and the MUNICIPALITY agree that no person shall, on the grounds of
race, color, sex, national origin, disability, religion, ancestry, marital or familial status,
gender identity and expression or sexual orientation 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 17: FILING
An executed copy of this Agreement shall he filed with the Clerk of the Circuit Court in
and for Paha Beach COUNTY, Florida.
SECTION 18: ENTIRE AGREEMENT
This Agreement and any Exhibits attached hereto and forming a part thereof as if fully set
forth herein, constitute all agreements, conditions, and understandings between the
COUNTY and MUNICIPALITY concerning the Dialogic system. All representations,
either oral or written, shall be deemed to be merged into this Agreement. Except as
herein otherwise provided, no subsequent alteration, waiver, change or addition to this
Agreement shall be binding upon COUNTY or MUNICIPALITY unless reduced to
writing and signed by them.
SECTION 19: DELEGATION OF DUTY
Nothing contained herein shall be deemed to authorize the delegation of the
Constitutional or Statutory duties of COUNTY or MUNICIPALITY officers.
SECTION 20: ACCESS AND AUDITS
Palm Beach County has established the Office of the Inspector General in Ordinance
2009-049, as may be amended, which is authorized and empowered to review past,
present and proposed County contracts, transactions, accounts and records. The Inspector
General has the power to subpoena witnesses, administer oaths and require the
production of records, and audit, investigate, monitor and inspect the activities of the
MUNICIPALITY, its officers, agents, employees, and lobbyists in order to ensure
compliance with contract requirements and detect corruption and fraud.
Failure to cooperate with the Inspector General or interference or impeding any
investigation shall be in violation of Ordinance 2009-049, and punished pursuant to
Section 125.69, Florida Statutes, in the same manner as a second degree misdemeanor.
The remainder of this page intentionally left blank.
0
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day
and year first above written.
APPROVI�-AIO FORM AND APPROVE S TO TERMS AND
LE*nty
E CONDI NS
By: By: /�rZ
orney Vincen J. Bonvento
Assistant County Administrator
and Director of Public Safety
ATTEST:
By:",ZZZ
Municipal Attorney
44 l
10
Town of Gulfstream
By:
�Gullstream Off cials Name
Title
TOWN OF GULF STREAM
PALM BEACH COUNTY, FLORIDA
COMMISSIONERS
WILLIAM F. KOCH, JR. Mayor
JOAN K. ORTHWEIN, Vice Mayor
FRED R. DEVITT III
CHRIS O. WHEELER
MURIEL J. ANDERSON
March 17, 2011
Brian Duffy
20 S. Military Trail
West Palm Beach, FL 33415
Dear Mr. Duffy:
Telephone
(561) 276-5116
Fax
(561) 737-0186
Town Manager
WILLIAM H. THRASHER
Town Clerk
RITA LTAYLOR
I have enclosed two originals of the GeoCast Interlocal Agreement
that have been executed by the Town of Gulf Stream. Please
complete the execution of same and return one original to us
at the address below.
If you have any questions, please call.
Very truly yours,
Rita L. Taylor 1'
Town Clerk
Encls. (2)
100 SEA ROAD, GULF STREAM, FLORIDA 33483
Page I of 1
Rita Taylor
From: Bill Thrasher
Sent: Monday, March 07, 2011 3:14 PM
To: Rita Taylor
Subject: FW: GeoCast Interlocal Agreement Renewal
Attachments: Gulfstream Interlocal Agreement -2011 Draft.docx; GeoCast Municipal Renewal Letter (2).doc
Rita,
sent this email to Mr. Randolph for his review. However, you may want to fax also.
BT
From: Brian Duffy [mailto:bduffy@pbcgov.org]
Sent: Monday, March 07, 20112:31 PM
To: Bill Thrasher
Subject: GeoCast Interlocal Agreement Renewal
Greetings,
Your Interlocal Agreement with Palm Beach County for the GeoCast Notification System is due for
renewal. Included are two attachments; the first is the Agreement. The second contains the proposed
changes to your agreement and where they are located within the document. Please forward the
documents to your legal staff for review. If no changes need to be made; please, print, sign and return
to me by mail. If changes are made, they may be made directly on the document and returned to me
electronically. I will forward those changes to our legal department for approval before returning the
document to you. As always, if you have any questions, please feel free to contact me.
Thankyou
Brian Duffy
20 S Military Trail
West Palm Beach, FI 33415
(561) 712-6327
bduffv@pbceov.org
Under Florida law, e-mail addresses are public records. If you do not want your e-mail address released
in response to a public records request, do not send electronic mail to this entity. Instead, contact this
office by phone or in writing.
3/7/2011
Page 1 of 2
Rita Taylor
From: Bill Thrasher
Sent: Friday, March 11, 2011 9:36 AM
To: Rita Taylor
Subject: FW: GeoCast Interlocal Agreement Renewal
From: Randolph, John C. [mailto:jrandolph@jones-foster.com]
Sent: Friday, March 11, 20119:11 AM
To: Bill Thrasher
Subject: RE: GeoCast Interlocal Agreement Renewal
10
I have reviewed the Interlocal Agreement for the Dialogic Geographic -Based Alert and Notification
System. I have spoken to Brian Duffy in regard to certain changes, such as the elimination of the word
pediatrician on the last page of the agreement, and Section 5.01, each of which he is going to delete. He
will forward you an amended Agreement which, as long as it contains those changes, I approve of as to
legal form and sufficiency.
JOHN C. RANDOLPH
John C. Randolph
Attorney
Direct: 561-650-0458
Fax: 561-650-0465
Irandoloh @ Tones-foster.com
Jones, Foster, Johnston & Stubbs, P.A.
Attorneys & Counselors
505 South Flagler Drive, Suite 1100, West Palm Beach, FL 33401
Telephone: 561-659-3000
Website
U.S. Treasury Regulation Circular 230 requires us to advise you that written communications issued by us
are not intended to be and cannot be relied upon to avoid penalties that may be imposed by the Internal
Revenue Service.
Incoming emails are filtered which may delay receipt. This email is personal to the named recipient(s)
and may be privileged and confidential. If you are not the intended recipient, you received this in error. If
so, any review, dissemination, or copying of this email is prohibited. Please immediately notify us by
email and delete the original message.
From: Bill Thrasher [mailto:bthrasher@gulf-stream.org]
Sent: Monday, March 07, 20113:13 PM
To: Matias, Sally
Subject: FW: GeoCast Interlocal Agreement Renewal
Good afternoon Sally,
Please ask Mr. Randolph to review attachments and give his opinion.
Thanks,
3/11/2011
Page 2 of 2
nu
From: Brian Duffy [mailto:bduffy@pbcgov.org]
Sent: Monday, March 07, 20112:31 PM
To: Bill Thrasher
Subject: GeoCast Interlocal Agreement Renewal
Greetings,
Your Interlocal Agreement with Palm Beach County for the GeoCast Notification System is due for renewal.
Included are two attachments; the first is the Agreement. The second contains the proposed changes to your
agreement and where they are located within the document. Please forward the documents to your legal staff
for review. If no changes need to be made; please, print, sign and return to me by mail. If changes are made,
they may be made directly on the document and returned to me electronically. I will forward those changes to
our legal department for approval before returning the document to you. As always , if you have any questions,
please feel free to contact me.
Thankyou
Brian Duffy
20 5 Military Trail
West Palm Beach, FI 33415
(561) 712-6327
bduffy@pbcaov.orR
Under Florida law, e-mail addresses are public records. If you do not want your e-mail address released in
response to a public records request, do not send electronic mail to this entity. Instead, contact this office by
phone or in writing.
The information contained in this message is the property of the Town of Gulf Stream and may be privileged, confidential and protected from
disclosure. If the reader of this message is not the intended recipient, or the employee or agent responsible for delivering this message to the Intended
recipient, you are hereby notified that any dissemination, distribution, reading or copying of this communication is strictly prohibited. If you have
received this communication in error, please contact Gulf Stream immediately and destroy the material in its entirety, whether electronic or hard copy.
3/11/2011
R2005 2099
INTERLOCAL AGREEMENT
OCT 18 2005
THIS INTERLOCAL AGREEMENT, made and entered into this day
of 2005, by and between PALM BEACH COUNTY, a political subdivision of the State of
Florida ("County") and Gulfstream, Florida, a municipal corporation ("Municipality"), each
one constituting a public agency as defined in Part I of Chapter 163, Florida Statutes.
WITNESSETH:
WHEREAS Section 163.01 of the Florida Statutes, known as the Florida Interlocal
Cooperation Act of 1969, authorized local governmental units to make the most efficient
use of their powers by enabling them to cooperate with other localities on a basis of mutual
advantage and thereby to provide services and facilities in a manner and pursuant to forms
of governmental organization that will accord best with geographic, economic, population
and other factors influencing the needs and development of local communities, and
WHEREAS the County and the Municipality are continually identifying more
effective service delivery methods which result in overall savings to the taxpayers of the
County and the Municipality, and
WHEREAS the County has committed to purchase, install and operate a Dialogic
Geographic -based Alert and Notification System ("GeoCast Web") that meets the needs of
Palm Beach County Emergency Management and various Palm Beach County general
government agencies; and
WHEREAS the County and the Municipality have determined that the ability to
provide consistent, timely geographic -based alerts and notifications to residents and visitors
is critical to the effective and efficient provision of public safety and general government
services; and
WHEREAS it has been determined mutually beneficial to all Parties to execute this
Agreement which sets forth the parameters under which the Municipality can directly
access the County's Geographic -based Alert and Notification System, saving the taxpayers
of both the County and the Municipality, as well as receiving the public safety benefit of
consistent and timely geographic -based alerts and notifications; and
WHEREAS Section 163.01, Florida Statutes, permits public agencies to enter into
interlocal agreements with each other to jointly exercise any power, privilege or authority
which such agencies share in common and which each might exercise separately.
NOW THEREFORE in conjunction with the mutual covenants, promises and
representations contained herein, the parties hereto agree as follows:
SECTION 1: PURPOSE
1.01 The purpose of this Agreement is to set forth the parameters under which the County
will make access to its Dialogic Geographic -based Alert and Notification System
("System") available to the Municipality. This Agreement identifies the conditions
of use, the cost of access and on-going use, and the ability of the Municipality to
participate in the operational decisions relating to the GeoCast Web System.
1.02 Definitions
1.021 Dialogic Alert: A Geographic -based callout to alert citizens and visitors of
an imminent threat to life or property, or an instruction to take immediate
protective action. An example of a Dialogic Alert would be an evacuation
order.
1.022 Dialogic Notification: A Geographic -based callout to notify citizens and
visitors of important or useful information. An example of a Dialogic
Notification would be a call notifying a citizen of a license expiration.
1.023 System: The Dialogic Geographic -based Alert and Notification System
funded, purchased, installed, maintained, and owned by the County. The
system includes a computer server, the GeoCast web software, an ArcIMS
license, the Dialogic Communicator 9.2 server, 58 telephone lines, and
geocoded maps.
1.024 Dialogic System Administrator: An employee with the Emergency
Management Division of the County's Department of Public Safety
responsible for day to day administration and management of the System and
the County's designated contact person pursuant to various sections of this
Agreement.
1.025 Agreement: This Interlocal Agreement, including any amendments or
supplements hereto, executed and delivered in accordance with the terms
hereof.
SECTION 2: ADMINISTRATION OF THE COUNTY'S SYSTEM AND USE
PROCEDURES
2.01 The Palm Beach County Division of Emergency Management is charged with
responsibility for administering the System. Within the Emergency Management
Division a position entitled "911 Specialist/Dialogic System Administrate, will be
the Municipality's day to day contact and can be reached at 561-712-6485. The
Division of Emergency Management is staffed from 8:OOam to S:OOpm, Monday
through Friday, excluding County holidays. After hours emergency contact will be
made through the Emergency Management Division's County Warning Point at
561-712-6428 and the County Warning Point will notify the on-call Emergency
Management Division personnel.
2.02 The Municipality shall follow all polices, procedures, and standard operating
procedures in place at the time of this Agreement, as well as those developed in the
future and issued to the Municipality by the System Administrator. The
Municipality agrees to comply with any enforcement actions required by these
policies and procedures for mis-use or abuse of the County System.
SECTION 3: DIALOGIC GEOGRAPHIC -BASED ALERT AND NOTIFICATION
SYSTEM MAINTENANCE PROGRAM
3.01 The Dialogic Geographic -based Alert and Notification System consists of a
computer server, the GeoCast web software, an ArclMS license, the Dialogic
Communicator 9.2 server, 58 telephone lines, and geocoded maps.
3.02 The County will perform routine and preventative maintenance on the System
according to its established procedures. This maintenance includes trouble shooting
and making all repairs on a 24/7/365 basis as well as performing preventative
maintenance on the entire System including, but not limited to, server equipment,
GIS maps, and databases associated with the System, but not including
Municipality's equipment.
SECTION 4: MUNICIPALITY RESPONSIBILITIES AND EQUIPMENT
4.01 The Municipality's equipment will be a computer or computers connected to the
Internet, each equipped with a web browser compatible with ArclMS. The
Municipality shall be required to keep its equipment in proper operating condition
and ensure a functioning Internet connection to access the System. The
Municipality shall be solely responsible for maintenance of its computers, web
browsers, and Internet -connectivity.
4.02 Within 15 days of the execution of this Agreement, the Municipality shall provide
the County with a single Municipal Representative who shall be the Municipality's
single point of contact for matters relating to this Agreement.
4.03 Within 15 days of the execution of this Agreement, the Municipality shall provide
the County with a list of person/positions who are authorized to utilize the System
on behalf of the Municipality, under the authority of the Municipal Representative.
4.04 The Municipality shall receive certain access codes to the County's System and shall
be responsible for safe guarding the code information from release to unauthorized
parties. The Municipality shall be responsible for notifying the System
Administrator prior to, or within 2 hours of terminating employees or commercial
service providers which had knowledge of the access codes so that the access codes
can be modified and the System secured.
4.041 Service staff directly employed by the Municipality shall be considered
authorized to receive access codes for maintenance of the Municipality's
connection to the System.
4.042 Commercial service providers are not considered authorized to receive
access codes for the County system. Municipalities that plan to use
commercial services for subscriber maintenance must include confidentiality
requirements in their contracts with the commercial service providers. These
requirements must be reviewed and approved (which approval will not
unreasonably be withheld) by the System Administrator and the County
Attorney's Office prior to the Municipality executing its contract with a
commercial system provider.
4.05 The Municipality is solely responsible for the performance and operation of the
Municipality's equipment and any damages or liability resulting from the use
thereof. Should the County identify malfunctioning Municipality -owned equipment,
the County will notify the Municipal Representative and the Municipality shall
discontinue use of the specific equipment until repairs are completed. The County
may, after proper notification, disable the connection of the equipment to the System
after properly notifying the Municipality in writing if the equipment is causing
problems with the System.
4.06 Nothing in this Agreement shall represent a commitment by the County or shall be
construed as intent by the County to fund any portion of the Municipality's
Equipment or Internet connectivity.
SECTION 5: ANNUAL SYSTEM ACCESS AND USAGE CHARGE
5.01 The Municipality will be assessed an annual access and usage charge in the amount
of $1500 (One Thousand Five Hundred Dollars). The annual access and usage
charge may be reviewed every three (3) years beginning October 151, 2008 and
adjusted for the following fiscal year by notice to the Municipality by the County's
Division of Emergency Management issued by April I". This adjusted fee will be
applicable for the upcoming fiscal year and will automatically become part of this
Agreement on October 15t of the applicable year for which the Municipality agrees
to be bound.
5.02 If the effective date of this Agreement is between November 15th and September
30th, the Municipality will be charged pursuant to section 5.01. This charge will not
be prorated.
5.03 The Municipality agrees that in the event of any termination of the Agreement, the
annual access and usage charge shall not be reimbursed.
SECTION 6: BILLING SCHEDULE
6.01 Each November 15th, the County will invoice the Municipality for the annual access
and usage charge, in the amount of the charge described in Section 5.01.
6.02 Upon receipt of any invoice, the Municipality will immediately review same and
report any discrepancies to the County within 10 days of receipt. Payment will be
due to the County within 30 days of receipt of the invoice. Payments shall be sent
to:
Public Safety Department
Fiscal Manager
20 S. Military Trail
West Palm Beach, FL 33415
Attn: Alert and Notification Interlocal Agreement # , Invoice #
SECTION 7: COUNTY RESPONSIBILITIES
7.01 The County shall be responsible for the maintenance and operation of the System.
The County shall notify the Municipal Representative in advance of scheduled
maintenance which impacts the users of the System and shall respond to
emergencies in the time frames and according to the procedures identified.
7.02 The County shall be responsible for all costs and fees associated with the operation
of the System.
7.03 The County shall be responsible for the management of all payments made pursuant
to Section 5.01
7.04 The County shall maintain access to the System throughout the term of this
Agreement except for times of scheduled preventative maintenance, where it will be
required to disable access to the System for a pre -determined length of time or
during times of system failures.
7.05 The County will provide notification of System problems and time for System
restoration to the Municipal Representative or designee if access to the System will
be inaccessible for more than two hours.
SECTION 8: IMDEMNIFICATION AND LIABILITY
The County makes no representations about the design and capabilities of the
County System. The Municipality has decided to enter into this Agreement and use
the County's System based on its review of the system design, system capability,
manufacturing and install details contained in the County's contract with Dialogic
Communications Corporation and subsequent testing data that may exist. The
County agrees to use its best efforts to provide the Municipality with the use of the
System described in this Agreement, but makes no guarantee as to the continual,
uninterrupted use of the Dialogic Geographic -based Alert and Notification System,
or its fitness for the alert and notification needs of the Municipality.
The Municipality as a Florida municipality agrees to be fully responsible as set forth
in Section 768.28, Florida Statutes, for its own negligent acts or omissions or
tortious acts which result in claims or suits against the County and agrees to be
liable to the limits set forth in Section 768.28, Florida Statutes, for any damages
proximately caused by said acts or omissions. Nothing herein is intended to serve as
a waiver of sovereign immunity by the Municipality to which sovereign immunity
applies. Nothing herein shall be construed as consent by a State agency or
subdivision of the State of Florida to be sued by third parties in any matter arising
out of any contract.
The County, as a political subdivision of the State, agrees to be fully responsible as
set forth in Section 768.28, Florida Statutes, for its own negligent acts or omissions
or tortious acts which result in claims or suits against the Municipality, and shall be
liable to the limits set forth in Section 768.28, Florida Statutes, for any damages
proximately caused by said acts or omissions. Nothing herein is intended to serve as
a waiver of sovereign immunity by the County to which sovereign immunity
applies. Nothing herein shall be construed as consent to be sued by third parties in
any matter arising out of any contract.
The parties to this Agreement and their respective officers and employees shall not
be deemed to assume any liability for the acts, omissions, and negligence of the
other party. Further, nothing herein shall be construed as a waiver of sovereign
immunity by either party, pursuant to Section 768.28, Florida Statutes.
Neither the County or the Municipality shall be liable to each other and for any third
party claim, which may arise out of the services provided hereunder or of the alert
and notification system itself, its operation or use, or its failure to operate as
anticipated, upon whatever cause of action any claim is based. The System is
designed to assist qualified governmental and emergency service professionals. It is
not intended to be a substitute for the exercise of judgment or supervision of those
professionals.
The terms and conditions of this Interlocal Agreement incorporate all the rights,
responsibilities, and obligations of the parties to each other. The remedies provided
herein are exclusive. The County and the Municipality waive all remedies,
including, but not limited to, consequential and incidental damages.
SECTION 9: OWNERSHIP OF ASSETS
All assets and services maintained under Section 4 of this Agreement will remain
assets of the Municipality at all times. Parts incorporated into assets owned by the
Municipality will immediately become a part of the asset and will be the property of
the Municipality. All other assets involved in the System will remain the County's,
despite the Municipality's financial contribution to their maintenance, renewal and
replacement.
SECTION 10: TERM OF AGREEMENT
The initial term of this Agreement is for three (3) years and shall commence upon
the effective date of the agreement. The effective date of the Agreement is the date
the Agreement is filed with the Clerk of the Circuit Court as provided in Sec. 17.
herein, after execution by all municipalities joining in the Agreement and the Board
of County Commissioners. The Agreement may be renewed for an additional three
(3) year term thereafter. At least eight months prior to the expiration of this
Agreement's term, the Municipality shall provide the County with a request to
renew this Agreement. Such Renewal Amendment will require approval of both
parties and the County may not unreasonably withhold its approval of the Renewal
Agreement.
SECTION 11: AMENDMENTS TO THIS AGREEMENT
This Agreement may be amended from time to time by written amendment executed
by both the Board of County Commissioners and the Municipality.
SECTION 12: TERMINATION
This Agreement may be terminated by either party with or without cause. Any
termination shall be effective only on October 1" of any year and shall be with a
minimum of six months notice.
SECTION 13: ANNUAL BUDGET APPROPRIATIONS
The County and Municipality's performance and obligations to pay pursuant to this
Agreement are contingent upon annual appropriation for its purpose by the Board of
County Commissioners and the Municipality.
SECTION 14: NOTICES
Any notice given pursuant to the terns of this Agreement shall be in writing and
done by Certified Mail, Return Receipt Requested. The effective date of such notice
shall be the date of receipt as evidenced by the Return Receipt. All notices shall be
addressed to the following:
As to the County:
County Administrator
301 North Olive Avenue
West Palm Beach, FL 33401
Director, Public Safety Department
20 S. Military Trail
West Palm Beach, FL 33415
With copy to:
Dialogic System Administrator
20 S. Military Trail
West Palm Beach, FL 33415
County Attorney's Office
301 North Olive Avenue
West Palm Beach, FL 33401
As to the Municipality:
William Thrasher
Town Manager
100 Sea Rd.
Gulf Stream, FL 33483
Garrett Ward
Chief of Police
246 Sea Rd.
Gulf Stream, FL 33483
SECTION 15: APPLICABLE LAW/ENFORCEMENT COSTS
This section shall be governed by the laws of the State of Florida.
SECTION 16: EQUAL OPPORTUNITY PROVISION
The County and the Municipality agree that no person shall, on the grounds of race,
color, sex, national origin, disability, religion, ancestry, marital status or sexual
orientation 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 17: FILING
A copy of this Agreement shall be filed with the Clerk of the Circuit Court in and
for Palm Beach County, Florida.
SECTION 18: ENTIRE AGREEMENT
This Agreement and any Exhibits attached hereto and forming a part thereof as if
fully set forth herein, constitute all agreements, conditions, and understandings
between the County and Municipality concerning the System. All representations,
either oral or written, shall be deemed to be merged into this Agreement. Except as
herein otherwise provided, no subsequent alteration, waiver, change or addition to
this Agreement shall be binding upon County or Municipality unless reduced to
writing and signed by them.
SECTION 19: DELEGATION OF DUTY
Nothing contained herein shall be deemed to authorize the delegation of the
Constitutional or Statutory duties of County or Municipal officers.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
day and year first above written. R 2 0 0 5 2099 OCT 16 2105
Deputy Clerk
APPROVED AS TO FORM AND
LEGAL S CIENCY
By:
Co Attorney
a a 4 1,
IC1 � f
YN 1
PALM BEACH COUNTY, FLORIDA
BY ITS BOARD OF COUNTY
COMMISSIONERS
Chairman, Tony Masilotti
APPROVED AS TO TERMS AND
CONDITIONS
0
TOWN OF GULF STREAM
y: d4
May