To:

AGREEMENT

BETWEEN

SHERIFF OF BROWARD COUNTY

and

CITY of NORTH LAUDERDALE, FL

Providing for

COOPERATIVE PARTICIPATION IN A

REGIONAL PUBLIC SAFETY INTRANET

This is an Interlocal Agreement, made and entered into by and between Sheriff of Broward County (hereinafter referred to as “SHERIFF”), a political subdivision of the State of Florida, and City of North Lauderdale, a Florida municipal corporation, (hereinafter referred to as “CITY”), collectively referred to as the “Parties,” providing for cooperative participation in a Regional Public Safety Intranet (“RPSI”).

WHEREAS, this Agreement is entered into pursuant to §163.01, Florida Statutes, also known as the “Florida Interlocal Cooperation Act of 1969;" and

WHEREAS, SHERIFF is to establish, with cooperation of Broward cities, a county-wide interoperable public safety intranet that can support closest unit response in life-threatening emergencies and regional specialty teams; and

Whereas, the Parties desire to satisfy the intentions of the Broward County Charter by insuring that someone with a life-threatening emergency receive care from the closest available emergency vehicle; and

Whereas, the CITY agrees to work towards insuring someone with a life-threatening emergency receive care from the closest available emergency vehicle. This includes pursuing automatic aid agreements with neighboring cities who utilize the county-wide CAD system; and

WHEREAS, the Parties desire to enhance radio interoperability by interconnecting SHERIFF and CITY public safety radio users; and

WHEREAS, the Parties desire to enhance information sharing by interconnecting SHERIFF and CITY public safety data users; and

WHEREAS, SHERIFF maintains a Trunked Radio System as part of its public safety intranet that supports county-wide police, fire, and emergency services; and

WHEREAS, SHERIFF maintains a Computer Aided Dispatching (“CAD”) System as part of its public safety intranet that supports county-wide police, fire, and emergency services; and

WHEREAS, SHERIFF maintains an Automated Vehicle Location (“AVL”) System as part of its public safety intranet that supports county-wide police, fire, and emergency services; and

WHEREAS, SHERIFF maintains a Fire Records Management System (“FRMS”) as part of its public safety intranet that supports county-wide fire and emergency services; and

WHEREAS, the Parties desire to make the most efficient use of their technical resources to enable the Parties to cooperate with each other to provide quality county-wide public safety communication services;

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises, set forth, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1

Advanced Tactical Mapping (“ATM”): A component of the RPSI that provides computer aided dispatch mapping. In conjunction with AVL, these maps pinpoint the real time location, availability, status, and routing of emergency vehicles which ultimately enhance response times.

1.2

Automated Vehicle Location (“AVL”) System: A component of the RPSI that provides GPS-based tracking of public safety vehicles. AVL facilitates closest unit response when coupled with a common CAD platform.

1.3

Change Management Requests (“CMR”): The CMR process will be used to specify the times and conditions when designated tasks can be performed on all software and hardware affiliated with the RPSI including but not limited to the Trunked Radio System, Public Safety Network, Computer Aided Dispatch (CAD) System, E-911, etc. The CMR is more fully explained in Exhibit “D”.

1.4

Computer Aided Dispatch (“CAD”) System: A component of the RPSI that has as one of its functions, in conjunction with the AVL System, the ability to assist a radio dispatcher in identifying and dispatching public safety vehicles and personnel closest to the scene of an incident.

1.5

Contract Administrator: SHERIFF’s Contract Administrator of the Regional Public Safety Intranet “RPSI” is SHERIFF’s Director of the Communications Technology Division.

1.6

Demarcation Points: A “Demarcation Point” or “Demarc” identifies a responsibility boundary between CITY-responsible items and SHERIFF-responsible items. EXHIBIT “B” further defines and visually portrays the RPSI Demarcation Points and entity-responsibilities on a portion by portion basis.

1.7

Equipment: The SHERIFF-owned and maintained items listed in EXHIBIT “C” and any other SHERIFF-provided items.

1.8

Fire Records Management System (“FRMS”): A component of the RPSI that archives fire-related dispatch records and information.

1.9

Fire Rescue Frontline Vehicles: Refers to those vehicles typically dispatched in the initial stages of an incident for the protection and preservation of life, property, and the environment. Vehicles whose primary purpose is responding to emergencies where time is critical i.e.; Fire Engines (Pumpers), Ladder Trucks, Medical Rescue Vehicles, and Shift Commanders. Frontline vehicles are staffed and dispatched and not in a reserve or staff capacity.

1.10

Fire Station Alerting: Allows regional and non-regional communication centers to efficiently respond to emergencies by managing the assets of multiple fire stations. Public Safety Dispatch Centers can dispatch an engine, ambulance, entire station, or multiple stations by selecting them on their PC screen or by the push of a few buttons.

1.11

NetMotion: A component of the RPSI that improves mobile data network performance, encryption, communication stability, and roaming between disparate private and public wireless networks.

1.12

Network Mobility Zone (“NMZ”): A component of the RPSI which extends the public safety network to multiple jurisdictions. The network mobility zone provides the mobile data and remote facility user’s access to the core of the Public Safety Intranet applications.

1.13

Non-Dispatch Facility: A CITY owned facility hosted by the infrastructure, applications, and services of the RPSI. A non-dispatch facility does not receive E-911 calls nor does it provide city-wide or county-wide dispatch services. A non-dispatch facility may require access to FRMS, Read-Only CAD Services, and PMDC via their owned and operated Local Area Networks. The CITY-SHERIFF demarcation boundaries are outlined in “Exhibit B”.

1.14

Peripheral Equipment: The CITY-owned and maintained items listed in Exhibit “C” and any other CITY-provided items. Peripheral equipment includes but is not limited to Ethernet cabling, mouse, keyboard, speakers, printers, etc.

1.15

Project: The integration of a regional public safety intranet comprised of radio and data systems, benefiting public safety agencies within Broward County that choose to participate.

1.16

Project Charter: Outlines the requirements, direction, constraints, and collectively accepted deliverables within a project. In addition, the charter will act as a guideline for the project manager and project team members to establish scope, schedule, and cost pertaining to the Project. The Project Charter template is further explained and listed in Exhibit “E”.

1.17

Project Manager: An employee of the SHERIFF who is assigned by the Contract Administrator to provide day-to-day management of the Project from inception to completion.

1.18

Public Safety Network (“PSN”): A component of the RPSI which provides the communication connectivity and network infrastructure for data portions of the RPSI.

1.19

Regional Dispatch Center (RDC): A cooperative dispatch center providing E911 call taking and dispatch services for multiple jurisdictions. A RDC is also hosted by the infrastructure, applications, and services of the RPSI. A RDC supports the overall goals of closest unit response, radio interoperability, and data sharing and is directly connected and utilizes the Regional CAD and County-Wide Radio System.

1.20

Regional Public Safety Intranet (“RPSI”): The overall collection of Equipment – including but not limited to SHERIFF’s Trunked Radio System – Public Safety Network – Public Safety Applications – that constitutes the Regional Public Safety Intranet. CITY-owned equipment interfaces to the SHERIFF-owned RPSI.

1.21

Service Level Agreements (“SLA”): Defines an expected level of service segregated into various categories: System performance, trouble resolution, operations, and administration. The Service Level Agreements are further explained and listed in Exhibit “F”.

1.22

SmartZone: A component of the RPSI that interconnects disparate radio systems to provide county-wide coverage for roaming, efficient use of channels, and voice communication interoperability.

1.23

Subscriber Maintenance: Refers to CITY’s responsibility to maintain the CITY owned user’s equipment. Subscriber maintenance is further explained in Exhibit “B”.

1.24

System Maintenance: Refers to SHERIFF’s responsibility to maintain the regional public safety intranet (RPSI) as described in Exhibit “B”.

1.25

Trunked Radio System: SHERIFF’s Trunked Radio Communications System, a major portion of which is used by police and fire rescue personnel within Broward Sheriff’s Office. Today, SHERIFF owns and operates a twenty-eight (28) channel 800 MHz trunked simulcast SmartZone radio system.

ARTICLE 2

SCOPE OF WORK

2.1 SHERIFF and CITY agree to install the necessary Equipment and Peripheral Equipment and perform their respective required tasks in accordance with the Statement of Work (EXHIBIT “A”).

2.2 The work to be done shall be referenced, for convenience, according to the project designations and as further identified and detailed in the EXHIBIT “A” Statement of Work.

2.3 SHERIFF agrees that the Trunked Radio System will meet appropriate coverage, functionality, and availability parameters and accepted industry standard levels of performance as determined by Federal Communications Commission (FCC), Telecommunications Industries Association (TIA), and Association of Public Safety Communication Officials (APCO) standards together with manufacturers’ specifications.

2.4 SHERIFF shall own all Equipment the SHERIFF supplies to CITY pursuant to this agreement.

2.5 CITY shall provide SHERIFF access to the CITY’s equipment rooms to the extent required for the installation of the SHERIFF’s owned equipment and integration of any applicable CITY system into the RPSI. CITY will exercise due care to ensure that the electrical, security, and environmental requirements are maintained for such equipment rooms.

2.6 SHERIFF agrees that the CAD, AVL, FRMS, Mobility Zone, and Public Safety Network functionalities supplied to CITY shall also meet appropriate performance levels as defined in EXHIBIT “A”.

2.7 The Regional Public Safety Intranet will perform based on the specifications of any given application being run on the system as defined in the EXHIBIT “A” Statement of Work. The RPSI shall allow for exchange of information amongst public safety users.

2.8 CITY shall be responsible for supplying SHERIFF with needed uninterruptible power system (UPS) electrical power, electrical wiring, heating ventilating and air conditioning (HVAC), and standby power generation – to meet manufacturer guidelines and operational standards established by SHERIFF for dispatch center Equipment.

2.9 CITY agrees to allow SHERIFF, with notice to CITY and monitoring by CITY personnel, to troubleshoot a CITY local area network (LAN) which adversely impacts the Regional Public Safety Intranet or the operation of CITY’s Public Safety Communications Dispatch Center. CITY agrees to correct any problems found in an expeditious manner.

2.10 CITY agrees to comply with the Demarcation Point division of responsibilities for the RPSI as provided in EXHIBIT “B”.

2.11 SHERIFF shall maintain all systems outlined as “SHERIFF responsibility” in EXHIBIT “B” over the life of this Agreement.

2.12 CITY shall maintain all systems outlined as “CITY responsibility” in EXHIBIT “B” over the life of this Agreement.

2.13 SHERIFF shall not be responsible for the payment of any taxes, insurance, and utilities for CITY owned facilities.

2.14 Access to CITY’s facilities for SHERIFF personnel, or SHERIFF’s subcontractors, consistent with CITY security practices and procedures, shall be unlimited as to time and day.

2.15 CITY shall be responsible for any and all maintenance and repairs to the existing CITY owned facilities and any upgrades to such facilities. CITY shall maintain the structural and operational integrity of all associated CITY owned facilities and supporting equipment including but not limited to: batteries, buildings, cable plant, generators, roof, skylights, walls, foundations, sidewalks, floors, windows, ceilings, sprinkler and hot water systems, elevators, heating systems, air conditioning systems, plumbing, electrical and all other structural components.

2.16 Prior to the issuance of the Notice to Proceed from the SHERIFF’s Contract Administrator to the Contractor, the Parties shall develop a mutually acceptable Project Plan inclusive of project charter (“Exhibit E”), project schedule, and communication plan set forth, among other things, (i) selected tasks, deliverables, and activities required of each party, including all dates by which the responsible party must complete such activity, (ii) the milestones and the agreed upon date for completion of each milestone; and (iii) the date for System Acceptance. This development shall constitute a Detailed Design Review. The Project Schedule shall be in the form of a progress chart of suitable scale to appropriately indicate the percentage of work scheduled for completion at any time. Each party represents that it will act in good faith to establish the Project Schedule within thirty (30) days of a signed contract between the Sheriff’s Contract Administrator and the Contractor and that the number of days established will be reasonable as to each activity.

2.17 Upon CITY’s concurrence with, and SHERIFF’s acceptance of, the Detailed Design Review and Project Schedule submitted to SHERIFF, SHERIFF will provide contractor with a Notice to Proceed.

2.18 Effective with the execution of this Agreement, CITY shall become a voting member of the Regional Public Safety Communications Committee (“RPSCC”) or equivalent committee that has the authority to make technical decisions with regard to major upgrades and configuration changes to the RPSI.

2.19 CITY shall follow all RPSI Trunked Radio System policies and standard operating procedures in place at the time of this Agreement, a list of which are included in Exhibit “G” as well as those developed in the future and issued to CITY by SHERIFF. CITY agrees to comply with any enforcement actions required by these policies and procedures for mis-use or abuse of the RPSI Trunked Radio System.

2.20 SHERIFF and CITY shall jointly be responsible for developing desired fleet mapping and programming of all subscriber units and system parameters necessary to meet the operational requirements.

2.21 SmartZone operation shall be limited to public safety users only.

2.22 CITY acknowledges that the services to be performed under this Agreement, relative to SHERIFF’s responsibilities, shall be performed by SHERIFF and/or its contractors and shall be under the sole supervision and direction of SHERIFF. At CITY facilities, CITY may monitor installation work done by the SHERIFF, its employees, agents, and subcontractors. Likewise, SHERIFF acknowledges that the services to be performed under this Agreement relative to CITY’s responsibilities shall be performed by CITY and/or its contractor(s) and shall be under the sole supervision and direction of CITY. SHERIFF may monitor installation work done by the CITY, its employees, agents, and subcontractors.

2.23 CITY is responsible for Subscriber Maintenance including repair and sub-fleet additions, moves, and changes to CITY subscribers as provided in Exhibit “B”. CITY may utilize the services of a third party to provide maintenance of CITY subscribers, or CITY may contract with SHERIFF for a fee for a combination of the aforementioned services or for all of the above services.

2.24 SHERIFF shall reprogram all CITY subscriber radios and control stations for operation on the SHERIFF’s Trunked Radio System.

2.25 CITY is responsible for all removals and installations of its subscriber equipment.

2.26 SHERIFF agrees that it will not implement any changes/enhancements to the RPSI that could adversely affect the CITY system subscribers unless directed to do so by Federal or State mandates as stated in Section 3.3 of this Agreement or otherwise agreed to, in writing, between the Parties. Prior written notice as defined in Exhibit “D” shall be made by SHERIFF to CITY for proposed changes and their potential effect on CITY operations. Should CITY or SHERIFF desire to perform changes to the facility or the RPSI that may impact the Equipment or services provided by the SHERIFF, the Change Management Request (CMR) procedures (Exhibit “D”) will be followed.

2.27 The parties agree that any and all drawings, plans, specifications or other documents or materials will be reviewed by CITY and SHERIFF, or its sub-contractors to ensure that they are: (a) consistent with the CITY and SHERIFF requirements for the Project; (b) sufficiently fit and proper for the purposes intended; and (c) comply with all applicable laws, statutes, building codes, and CITY and SHERIFF guidelines or regulations, which apply to or govern the Project. CITY’s approval, acceptance, use of or payment for all or any part of SHERIFF’s services under this Agreement or of the Project itself shall in no way alter SHERIFF’s obligations or CITY’s rights. Copies of all items shall be provided to CITY and SHERIFF. The Project Charter listed as Exhibit “E” will be used to identify the requirements and expectations set forth by CITY and SHERIFF.

2.28 In the event that SHERIFF or CITY believe that any aspect of a Project is not in compliance with approved plans or applicable codes, or that work cannot be completed as designated, SHERIFF or CITY shall notify the appropriate other party within the next business day after discovery, in writing or electronically, as to the reason(s) the proposed portion of the work is not in compliance or not feasible to meet the scope of services to be provided in this Agreement.

2.29 CITY agrees to complete an Acceptance Test Plan (EXHIBIT “A” Attachment 2) with SHERIFF to inspect SHERIFF’s or the Contractor’s performed work on the System to determine if it meets the CITY’s operational needs and SHERIFF’s requirements.

2.30 CITY public safety users shall have equal accessibility to SHERIFF’s RPSI similar to other public safety agency subscribers.

2.31 CITY agrees to purchase all necessary CITY subscriber equipment as described in Exhibit “B” within ninety (90) days of the CITY providing written notice to SHERIFF exercising its option to participate in a regional public safety intranet consisting of any one or combination of the following: Trunked Radio System, CAD, ATM, AVL, FRMS, or PSN.

2.32 CITY agrees to provide SHERIFF or SHERIFF’s Contractor, for the term of the Agreement, with facility space associated with the on-site maintenance, troubleshooting, and repair of all SHERIFF Equipment.

ARTICLE 3

TERM

3.1 The obligation of the Parties to perform under this Agreement shall commence upon the date of the last party executing this Agreement.

3.2 The term of this Agreement shall be for five (5) years from the commencement date pursuant to Section 3.1 above. This Agreement may be renewed every five (5) years with the approval of both SHERIFF and CITY, unless terminated pursuant to Article 4.

3.3 The terms of this Agreement may be amended if a state or federal regulatory agency mandates significant technological modifications of the system requiring a major reconfiguration or upgrade. In such instances, the Parties shall meet to determine an appropriate solution and funding. In the event the parties are unable to reach an agreement regarding state or federal mandates for technological modifications and/or funding of said modifications, either party may terminate the Agreement for cause pursuant to Article 4.

ARTICLE 4

TERMINATION

4.1 This Agreement may not be terminated by the SHERIFF or CITY for convenience during the initial five (5) year term with the exception of the circumstances set forth in Paragraph 4.3. Any subsequent renewal term may be terminated for either cause or convenience by either party upon providing written notice to the other party at least two (2) years prior to the effective date of such termination.

4.2 The failure of the CITY to perform its responsibilities as set forth herein for a period of thirty (30) calendar days after written notice by SHERIFF shall constitute a breach of this Agreement. In the event the CITY fails to cure the breach within such thirty (30) day period, SHERIFF may immediately terminate this Agreement upon written notice to the CITY.

4.3 CITY recognizes that the Board of County Commissioners, Broward County, Florida is the authority which establishes, allocates or otherwise provides for SHERIFF's budget year funding. If in any budget year, funding, for any reason, is not provided to cover the SHERIFF’s responsibilities and obligations under this Agreement, this Agreement may be terminated by SHERIFF without penalty upon written notice to the CITY.

ARTICLE 5

COMPENSATION

5.1.1 Section 318.21(9), Florida Statutes (2002), requires that Twelve dollars and fifty cents ($12.50) from each moving traffic violation must be used by CITY to fund CITY’s participation in an intergovernmental radio communication program approved by the Department of Management Services. CITY agrees to transfer such revenue generated within its jurisdiction to SHERIFF to help fund the RPSI’s operating costs.

ARTICLE 6

ADDITIONAL SERVICES

6.1 It is mutually acknowledged that during the term of this Agreement it may be desirable to change the scope or extent of the maintenance services or to have SHERIFF substitute items of Equipment and/or provide new items of Equipment. The parties also recognize that during the term of this Agreement; additions, changes, or modifications may be necessary or desirable to carry out the intent or purpose of this Agreement. The Parties agree that during the term of this Agreement they will negotiate in good faith any requested changes to the scope or extent of the maintenance services or to substitution of items of Equipment and/or provision of new items of Equipment and other services proposed by SHERIFF. All requested changes to the scope or extent of the maintenance services or to substitution of items of Equipment and/or provision of new items of Equipment, upgrades and other proposed additional services are subject to funding availability.

6.2 Any and all modifications to the terms and conditions of this Agreement must be contained in a written amendment executed with the same formalities as set forth herein. Should CITY or SHERIFF desire to perform changes to the facilities, the RPSI or PSN that may adversely impact the Equipment provided by the SHERIFF, the Change Management Request (CMR) procedures (Exhibit “D”) will be followed.

ARTICLE 7

FREQUENCY USAGE

7.1 CITY agrees to authorize SHERIFF, pursuant to state and federal regulations, to integrate CITY’s 800 MHz frequencies into SHERIFF’s public safety intranet for the purpose of building a regional public safety intranet benefiting public safety agencies within Broward County that choose to participate.

7.2 CITY agrees to authorize SHERIFF, pursuant to state and federal regulations, to integrate CITY’s eligible 700 MHz frequencies into SHERIFF’s public safety intranet for the purpose of building a regional public safety intranet benefiting public safety agencies within Broward County that choose to participate.

7.3 CITY shall continue to maintain its radio frequency license ownership and, therefore, shall comply with all applicable federal, state and local laws and regulations to maintain such licensure.

7.4 SHERIFF shall assist CITY with filing appropriate documents to facilitate SHERIFF’s usage of the 800 MHz frequencies, including documents regarding Federal Aviation Administration (FAA) or FCC licensure.

7.5 SHERIFF shall assist CITY with filing appropriate documents to facilitate SHERIFF’s usage of the 700 MHz frequencies, including documents regarding Federal Aviation Administration (FAA) and/or FCC licensure.

7.6 SHERIFF understands and agrees to maintain CITY radio frequencies (direction and range) integrated into the SHERIFF Trunked Radio system(s).

ARTICLE 8

LIABILITY

8.1 CITY and SHERIFF shall each individually defend any action or proceeding brought against their respective agency pursuant to this Agreement and shall be individually responsible for all of their respective costs, attorneys’ fees, expenses and liabilities incurred as a result of any such claims, demands, suits, actions, damages and causes of action, including the investigation or their defense thereof, and from and against any orders, judgments or decrees which may be entered as a result thereof.

8.2 CITY and SHERIFF agree that no indemnification or hold harmless agreement shall be in effect concerning any claims, demands, damages and causes of action which may be brought against either party pursuant to this Agreement.

8.3 CITY and SHERIFF are state agencies or political subdivisions as defined in Section 768.28, Florida Statutes, and agree to be fully responsible for acts and omissions of its agents or employees to the extent required by law. Noting herein is intended to serve as a waiver of sovereign immunity by any party to which sovereign immunity is applicable. Nothing herein shall be construed as consent by a state agency or political subdivision of the State of Florida to be sued by third parties in any matter, whether arising out of this Agreement or any other contract.

ARTICLE 9

INSURANCE

9.1 The Parties acknowledge that SHERIFF is self insured in accordance with the provisions set forth in Section 768.28, Florida Statutes.

ARTICLE 10

PERFORMANCE

10.1 Operational Performance Metrics will be provided by SHERIFF to CITY on a quarterly basis to collectively evaluate system integrity. The operational performance metrics will be a part of the service level agreement provided by SHERIFF to CITY and further explained in “Exhibit F”.

ARTICLE 11

MISCELLANEOUS PROVISIONS

11.1 ASSIGNMENT: SHERIFF shall perform the services provided for in this Agreement utilizing SHERIFF’s employees, contractors, and subcontractors. Said services shall be performed exclusively and solely for CITY which is a Party to this Agreement. CITY and SHERIFF shall not have the right to assign this Agreement without the express written approval of both parties.

11.2 JOINT PREPARATION: The Parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other.

11.3 SEVERABILITY: The invalidity of any provision of the Agreement shall in no way affect the validity of any other provision.

11.4 ENTIRE AGREEMENT AND MODIFICATION: This Agreement incorporates, supersedes and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matter contained herein. It is further agreed that no change, alteration or modification in the terms and conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith.

11.5 COMPLIANCE WITH LAWS: Each Party shall comply with all federal, state, and local laws, codes, ordinances, rules and regulations in performing its duties, responsibilities and obligations pursuant to this Agreement.

11.6 BINDING EFFECT: This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors.

11.7 FORCE MAJEURE: Neither party shall be obligated to perform any duty, requirement or obligation under this Agreement if such performance is prevented by fire, hurricane, earthquake, explosion, wars, sabotage, accident, flood, acts of God, strikes, or other labor disputes, riot or civil commotions, or by reason of any other matter or conditions beyond the control of either party, and which cannot be overcome by reasonable diligence and without unusual expense ("Force Majeure").

11.8 AUTHORITY: The individuals executing this Agreement on behalf of any entity do hereby represent and warrant that they are, on the date of this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of their principal.

11.9 NOTICES: With the exception of provisions of Paragraph 2.28, all notices given or required under this Agreement shall be in writing and may be delivered in person or by United States mail, postage prepaid, first class and certified, return receipt requested, addressed as follows:

SHERIFF:

Broward Sheriff’s Office

Director - Communications Technology Division

115 S. Andrews Avenue, Room 325

Fort Lauderdale, FL 33301

With a copy to: Office of the General Counsel

Broward Sheriff's Office

2601 W. Broward Blvd.

Ft, Lauderdale, FL 33312

CITY:

Fire Chief Kevin R. Bowman

City of North Lauderdale

6151 Bailey Road

North Lauderdale, FL 33068

City Manager Richard D. Sala

City of North Lauderdale

701 SW 71^st Avenue

North Lauderdale, FL 33068

Mayor Jack Brady

City of North Lauderdale

701 SW 71^st Avenue

North Lauderdale, FL 33068

11.10 MATERIALITY AND WAIVER OF BREACH: The Parties agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. Either Party’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement.

11.11 INDEPENDENT CONTRACTORS: The Parties agree that each party to this Agreement is an independent contractor. In providing such services, neither of the Parties, nor their respective agents shall act as officers, employees, or agents of the other party. This Agreement shall not constitute or make the Parties a partnership or joint venture.

11.12 RECORDING: This Agreement shall be recorded in accordance with the Florida Interlocal Cooperation Act of 1969.

11.13 PRIORITY OF PROVISIONS: If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in Articles 1 through 11 of this Agreement shall prevail and be given effect.

11.14 MULTIPLE ORIGINALS: This Agreement may be fully executed in five (5) copies by all Parties, each of which, bearing original signatures, shall be the force and effect of an original document.

11.15 NON-DISCRIMINATION: The Parties shall not discriminate against any employee or participant in the performance of the duties, responsibilities and obligations under this Agreement because of race, age, religion, color, gender, disability, marital status, sexual orientation or national origin.

11.16 RECORDS: Each party shall maintain its own respective records and

documents associated with this Agreement in accordance with the records retention requirements applicable to public records. Each party shall be responsible for compliance with any public documents requests served upon it pursuant to Section 119.07, Florida Statutes, and any resultant award of attorney’s fees for noncompliance with that law.

11.17 DRAFTING: This Agreement has been negotiated and drafted by all Parties hereto and shall not be more strictly construed against any party because of such party’s preparation of this Agreement.

11.18 CHOICE OF LAW, WAIVER OF JURY TRIAL: Any controversies or legal problems arising out of this transaction and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of the Seventeenth Judicial Circuit of Broward County, Florida, or the United States District Court, Southern District, Broward County, Florida, the venue sites, and shall be governed by the laws of the state of Florida and any applicable federal laws, codes or regulations. To encourage prompt and equitable resolution of any litigation that may arise hereunder, each party hereby waives any rights it may have to a trial by jury in any such litigation.

11.19 OWNERSHIP OF EQUIPMENT: SHERIFF retains ownership of all Equipment that the SHERIFF provides to the CITY pursuant to the terms and conditions of this Agreement. In the event this Agreement is terminated by either party, the Sheriff shall remove and/or recover all equipment within ninety (90) days of the effective date of termination.

11.20 ATTACHMENTS AND REFERENCES: The following named exhibits are made an integral part of this Agreement:

EXHIBIT “A”: Statement of Work

Attachment 1: System Description

Attachment 2: Acceptance Test Plan

EXHIBIT “B”: System Demarcation Points

Attachment 1A: Non-Dispatch Facility

Attachment 1B: Mobile Data Fire Rescue

Attachment 2: Demarcation Drawings

EXHIBIT “C”: Equipment List

EXHIBIT “D”: Change Management Request

EXHIBIT “E”: Project Charter

EXHIBIT “F”: Service Level Agreements

Attachment 1: Terms and Conditions

Attachment 2: Trouble Ticket Workflow

EXHIBIT “G”: RPSI Trunked Radio System SOP’s

11.21 THIRD PARTY BENEFICIARIES: This Agreement is not intended to benefit any third party nor shall it create a contractual relationship with any third party.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

INTERLOCAL AGREEMENT BY AND BETWEEN SHERIFF OF BROWARD COUNTY AND THE CITY OF NORTH LAUDERDALE FOR COOPERATIVE PARTICIPATION IN A REGIONAL PUBLIC SAFETY INTRANET.

IN WITNESS WHEREOF, the parties execute this Agreement on the date(s) set forth below:

AL LAMBERTI AS SHERIFF OF BROWARD COUNTY, FLORIDA

________________________________ Date: ______________

JOHN CURRY, EXECUTIVE DIRECTOR

Department of Administration

Approved as to form and legal sufficiency

Subject to execution by the parties:

By: ___________________________ Date: ______________

General Counsel

CITY OF NORTH LAUDERDALE, FL

ATTEST:

__________________________ _______________________________

City Clerk City Mayor

I HEREBY CERTIFY that I have approved this

AGREEMENT as to form and legal sufficiency

subject to execution by the parties:

_____________________ _____________________

Fire Chief City Attorney