CCR1999179COMMON COUNCIL - CITY OF MUSKEG0
RESOLUTION #179-99
APPROVAL OF AGREEMENT BETWEEN THE CITY OF MUSKEG0
AND WAUKESHA COUNTY FOR
TRUNKED RADIO SERVICES
WHEREAS, Waukesha County, Wisconsin (the "County") has proposed the
implementation of a Countywide trunked radio system (the "Trunked Radio System") for
local government radio communications within the County; and
WHEREAS, The City of Muskego, Waukesha County, Wisconsin has determined that
participation in the Trunked Radio System is necessary and advantageous to the
Municipality; and
WHEREAS, The attached agreement outlines the language relating to construction and
operation of the trunked radio system.
NOW, THEREFORE, BE IT RESOLVED That the Common Council of the City of
Muskego, upon the recommendation of the Finance Committee, does hereby approve
the Trunked Radio Services Agreement with Waukesha County.
BE IT FURTHER RESOLVED That the Mayor and Clerk-Treasurer are authorized to
execute the agreement in the name of the City
DATED THIS 26th DAY OF October , 1999.
SPONSORED BY:
FINANCE COMMIT
Ald. Mark Slocomb
Ald. David Sanders
TEE
Ald. Nancy Salentine
This is to certify that this is a true and accurate copy of Resolution #179-99 which was
adopted by the Common Council of the City of Muskego.
10/99jmb
Daniel M. Finley
County Executive
COUNTY Radio Services Division
DEPARTMENT OF ADMINISTRATION
October 5, 1999 RECEIVED
OCT - 7 1999
~&JKX’S Office Mayor David DeAngelis
City of Muskego
P.O. Box 903
Muskego, WI 53 150
Re: Trunked Radio System Agreement
Dear Mayor DeAngelis:
This letter is as a followup to your recent review of the proposed Trunked Radio System
Agreement. Your prompt review and responses are appreciated.
The suggestions of each village, town or city representative or attorney were considered.
Typographical errors that were pointed out have been corrected and attached to this letter is a
corrected version of the radio system agreement. Specific changes were made in the Preamble,
Article IV, and Article V,
There have been two other changes made as a result of the feedback we received. The first is
that a definition of member has been added to clarify that the County is considered a member of
the trunked radio system and is therefore responsible for paying system costs and liabilities as
are other members.
The second change is that the Advisory Council has been vested with the authority to require the
County Executive to expel a member. This authority is vested only in the Advisory Council and
the County Executive will act to expel only after a majority vote of the Council determines that a
member should be expelled.
Several entities expressed concern over the fact that there has been no determination as to how
actual usage will be measured. This is due in part to the fact that the system has not yet been
purchased and the report capabilities of the software have not been analyzed. What is proposed,
however, is essentially a measurement of the same thing. Both are a measurement of actual use
and do not interject any other method of determining cost. Whether an entity’s actual use is
measured by seconds or minutes on the system or the number of times the transmit key is
touched is not so significantly different as to require a decision at this time. It was thought to be
advantageous to the entities participating in the system to wait to determine the method that will
be fairest to all participants. The Advisory Council will determine which method will be used
2120 Davidson Road
Waukesha. Wisconsin 53186
Phone: (414) 548-7600
Fax: (414) 548-7855
once more is known about the system.
Of those that responded, the objections and concerns were quite varied. What was common to a
few of them was a general objection to the degree of control which will be vested in Waukesha
County. Unfortunately, this degree of control cannot be adjusted due to several factors which
will be outlined below.
First, Waukesha County is assuming a large financial stake in the system. No matter how many
entities join the system, the County will fund 50% of the infrastructure cost. Additionally, the
County will finance, with no interest, the other SO% of the infrastructure. This significant
investment necessarily requires that Waukesha County have greater responsibility for the system
and its operations than any other single entity or group of entities involved in the system.
Second, Waukesha County will be contracting for the purchase of the trunked system and
further, has the personnel and expertise necessary to maintain and service the system. No other
entity that will be involved has this same expertise or resources.
Third, this agreement came after months of planning and discussion by the trunked radio system
work group. The workgroup is made up of county and municipal representatives. Many different
plans and scenarios were discussed. The proposed agreement sent to the entities intending to
participate reflects the results of this collective decision making.
Major, common objections to the agreement have been considered by the workgroup and in
response to some, the agreement has been changed. Attempts to tailor the agreement to the
demands of individual entities will only result in an endless round of changes, forwarding of new
drafts and further consideration of new changes prompted by the latest alteration. Therefore,
individual objections and concerns will not result in changes by the workgroup.
Therefore, in the interests of public safety, we are asking that those entities that objected to the
agreement execute the agreement as revised. If you have any questions or require any further
clarification, please contact Danni Caldwell of the Waukesha County Corporation Counsel’s
office at 548-7432.
Sincerely,
Intergovernmental Agreement Team
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TRUNKED RADIO SERVICES AGREEMENT
By the signatures of their authorized representatives below, the parties agree as follows:
The conventional and repeater radio systems now in use in Waukesha County (the
County) do not make efficient use of the radio spectrum and overuse of some channels results in
congestion on those channels.
A countywide, 800 MHZ trunked radio system will make more efficient use of the radio
spectrum by allowing large numbers of users to share a small number of radio channels through
a combination of repeater and computer technologies and is more flexible and reliable than the
other technologies currently in use in the County.
In order to coordinate and efficiently operate a countywide system (the System), it is the
intent of the parties that Waukesha County,fi,
shall be responsible for the day-to-day operation and maintenance of the System and shall also
be responsible for the initial financing of the System.
This agreement is entered into in accordance with authority granted to counties, cities,
villages and towns under 566.30, Wisconsin Statutes.
ARTICLE I
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1.1. C].
equipment, buildings, building improvements and computer hardware and software (the
Infrastructure) necessary for operation of the System. Each member of the System shall be
responsible for paying a share of the cost of the Infrastructure, as provided in Article I1 below,
and each member shall have an equity interest in the Infrastructure as provided in Section 1.3,
below.
The County shall be responsible for constructing and acquiring all towers, fixed radio
1.2. Acauisition ofRadios and Other EouiDment.
Equipment) will be accomplished by the County and distributed to each member. Members can
either finance Radio Equipment with the County or can make a lump sum payment for
equipment to the County directly. Thereafter, each member of the System shall be responsible
for acquiring Radio Equipment. Replacement or additional acquisition of Radio Equipment may
be accomplished by each individual municipality or they may request that Waukesha County
acquire said equipment on its behalf. Radio Equipment must be of a type approved by the
County and purchased from a vendor approved by the County. Regardless of the method or
means of acquiring Radio Equipment, each individual municipality shall be responsible for the
total costs of the acquisition, maintenance and repair of said equipment. Any programming
necessary for equipment operation must be performed by Waukesha County Radio Services or a
vendor approved by the County. Each member shall be individually responsible for the cost of
Initial acquisition of radios and other equipment necessary to use the System (Radio
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this service.
1.3. Ownership of the Svstem.
(a) Infrastructure. The County and each member shall have joint ownership of the
Infrastructure. The County shall never have less than a 50% equity interest in the Infrastructure.
Waukesha County’s initial equity interest is expected to be 50% and each member that executes
this agreement with the County shall have a proportionate share of the remaining equity interest.
The equity interest of all members other than the County is determined based upon the member’s
proportionate share contribution toward the infrastructure cost, adjusted for additional,
withdrawn or expelled members. In the event of the addition of a member at a time when the
County’s equity interest exceeds 50%, payments by that additional member will first be applied
to lower the County’s equity interest. When the County’s equity interest is decreased to 50%,
then payments by additional members, with the exception of the recovery of the cost of capital
retained by the County, shall be distributed to existing members in accordance with their
percentage of equity interest at the time of the payment.-
equipment shall be owned solely by that member.
(b) Radio Equipment. Upon distribution of the Radio Equipment to a member, that
ARTICLE I1
Financing of the System
2.1. Pavment of the Infrastructure Costs by Initial Members.
cost (“Note”) or may pay its share of the Infrastructure costs in a one-time lump sum payment no
later than January 3 1 of the year next succeeding the date of execution of this agreement. The
amount of each member’s Note or lump sum payment shall be determined based on the
member’s proportionate formula determined share as set forth in the cost sharing table on
Attachment *. In order to ensure each member’s contribution and equity interest in the
infrastructure reflects actual usage, on or before July 1 of the fourth, seventh and ninth year of
the operation of the System, a reconciliation of each member’s proportionate actual usage of the
overall member’s usage will be made against that member’s proportionate formula share. The
proportionate usage shall be determined in the cost sharing table and a corresponding settlement
of payments and reallocation of equity interest will take place. Members with actual usage
greater than their cost sharing table formula share will be required to make an additional
payment to the County to reflect their actual proportionate usage. These settlement payments are
due at the County no later than January 31 of the year following reconciliation. Members with
actual usage less than their cost sharing table formula determined share will receive a rebate
payment from the County to reflect their proportionate usage. The County will issue rebate
payments to members no later than January 31 of the year following reconciliation. The net of
the additional and refund payments will be zero. The reconciliation in year four will be based on
the member’s actual usage after three years of operation of the System. The reconciliation in
year seven will be based on the member’s actual usage for the fourth, fifth and sixth years of
operation of the System. The reconciliation in year nine will be based on the member’s actual
Each member shall issue a note to the County representing its share of the Infrastructure
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usage for the seventh and eighth years of operation of the System which will also be the assumed
actual usage for the ninth year. The manner of determining a member’s actual usage will be
determined by the County and the Advisory Council, shall be mutually agreeable, and may be
based on other than number of calls or time on the system.
Notes shall be amortized over a period of nine years from their date of issuance with one-
ninth of the total principal amount of the note due each year. Notes shall bear interest as follows:
(a) for initial members, notes shall bear interest at 0% per annum and (b) for additional members,
notes shall bear interest at a rate per annum equal to 4.2%, the County’s current cost of capital.
Notes shall be authorized pursuant to a resolution substantially in the form attached hereto as
Attachment * and shall be in substantially the form provided for in that resolution.
2.2. Pavment of Infrastructure Costs by Additional Members.
Additional members will be required to (a) issue an infrastructure note, which includes
cost of capital, to the County as provided in Section 2.1, with the same amortization schedule as
an initial member’s infrastructure note would have through the remaining years of the original
nine-year payment schedule and (b) either (i) make a lump sum payment to the County including
the amount of the capital cost amortized for the time period before it becomes a member or (ii)
participate in the schedule for the remaining years at the County’s cost of capital with a lump
sum payment in year nine for the years prior to admission. Additional members will participate
with members in the reconciliation of infrastructure costs based on actual usage as provided in
section 2.1.
2.3. Pavment of Radio Equipment Costs,
Initial members may finance Radio Equipment through the County. Initial members who
choose to finance initial Radio Equipment purchases through the County shall issue a general
obligation promissory note to the County in an amount equal to the cost of the Radio Equipment.
Replacement equipment shall be the sole responsibility of each member.
issuance with payment due on January 3 1 of each year of the agreement, beginning with the year
next succeeding the date of execution, and shall bear interest at a rate per annum equal to the
County’s current cost of capital at 4.2%. Radio Equipment notes shall be authorized pursuant to
a resolution substantially in the form attached hereto as Attachment * and shall be in
substantially the form provided by that resolution. Additional members are responsible for
financing the cost of any radios they acquire.
Radio Equipment notes shall be amortized over a period of nine years from their date of
ARTICLE I11
ODeration and Maintenance of the System
3.1. Count?, to Operate Svstem.
System, including but not limited to personnel, purchasing responsibilities, maintenance of
infrastructure equipment and hardware, installation and operation of System software,
preparation of all necessary contracts and billing of all members.
(a) The County shall be responsible for providing all services necessary to operate the
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(b) The County shall maintain property insurance to cover repair or replacement of all
jointly owned System equipment, including, but not limited to towers, fixed radio equipment,
buildings and building improvements, and computer hardware and software, including builder’s
risk coverage during new construction on an all-risk policy form that insures against the perils of
fire, extended coverage, vandalism and malicious mischief.
(c) It shall be the responsibility of each municipality entering into this agreement to
maintain all solely owned equipment. Each municipality may request repair and maintenance
services from the County under a separate agreement, for an additional cost. Future replacement
and/or additional acquisitions are the responsibility of each member.
(d) Each member shall maintain property insurance to cover repair or replacement of all
of their solely owned radio equipment associated with the System or self-insure same.
3.2. Payment of Operating Cosy
All initial members and additional members will share in the payment of operating costs.
All initial members and additional members shall pay System operation costs, based on adopted
operating budget, to the County by January 3 1 of each year, beginning in 2000 and each year
thereafter. Subsequent assessment of the difference between actual and budgeted operational
costs will be applied as an adjustment to a future operational budget. The amount of operating
costs to be paid by each member each year shall be calculated as follows:
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
In the Year 2000: The % of total radios owned by the member to the total radios
on the System times the proposed operational budget for the System.
In the Year 2001 : The % of total radios owned by the member to the total radios
on the System times the proposed operational budget for the System.
In the Year 2002: The % of total radios owned by the member to the total radios
on the System times the proposed operational budget for the System adjusted for
net differences between year 2000 actual versus operational budget.
In the vear 2003: The % of use of the System, as calculated between 1/1/2000 and
5/31/2002 times the proposed operational budget adjusted for net differences
between year 2001 actual versus operational budget.
In the year 2004: The % ofuse of the System, as calculated between 6/1/2002 and
5/3 1/2003 times the proposed operational budget adjusted for net differences
between year 2002 actual versus operational budget.
In the vear 2005: The % of use of the System, as calculated between 6/1/2003 and
5/31/2004 times the proposed operational budget adjusted for net differences
between year 2003 actual versus operational budget.
In the year 2006: The % of use of the System, as calculated between 6/1/2004 and
5/31/2005 times the proposed operational budget adjusted for net differences
between year 2004 actual versus operational budget.
In the Year 2007: The % of use of the System, as calculated between 6/1/2005 and
5/31/2006 times the proposed operational budget adjusted for net differences
between year 2005 actual versus operational budget.
In the vear 2008: The % of use of the System, as calculated between 6/1/2006 and
5/31/2007 times the proposed operational budget adjusted for net differences
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between year 2006 actual versus operational budget.
In the year 2009, the difference between actual and budgeted operational costs for the
period between 6/1/2007 and 12/3 1/2008 shall be determined and members shall receive rebates
or be assessed additional amounts to be paid by them. The right to received such rebates and the
obligation to pay such assessments shall survive termination of this agreement.
An Advisory Council shall b
ARTICLE IV
Advisory Council
le formed made up of a representative of each member which
enters into this agreement. The chief executive officer of each member, or his or her designee,
shall serve as the representative to the Advisory Council. The Advisory Council shall serve as
an advisory body to the Waukesha County Executive and Board on all matters affecting the
System, shall review the budget prepared for the System, will hear and mediate disputes among
municipalities who participate in the System, will approve additional members who wish to be
added to the System, and -shall decide. by majority vote. upon the
expulsion of members in accordance with the terms of this agreement..
ARTICLE V
Withdrawal or Expulsion of Members
5.1. Withdrawal of Members.
the County and the System Advisory Council. Upon withdrawal, members continue to be
responsible for the following:
Any member may withdraw from the System at any time upon providing written notice to
a. For 100% of its pro rata share of any authorized unpaid capital or System
b. For payment of all costs represented by any Radio Equipment note and any
development costs, evidenced by the Infrastructure notes.
written agreement executed by the member with regard to the System or radio
equipment.
Council no later than July I of any given year, the withdrawing member shall be
obligated to pay its proportionate share of operating costs for the year in which
the notice is received.
d. If notice is received by the County and the Advisory Council after July 1 of any
given year, the withdrawing member shall be obligated to pay its proportionate
share of operating costs for the year notice is received and budgeted operating
costs for the following calendar year. The withdrawing member will be billed for
the budgeted operating costs for the following calendar year on January 31 of that
year.
c. If notice of intent to withdraw is received by the County and the System Advisory
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At the time of a member withdrawal, all other members’ equity interests shall be adjusted
by adding to their equity interest share a proportionate share of the withdrawing member’s
equity. No withdrawing member shall receive, from the County or the other members, any
money or other compensation for its equity interest.
5.2. Expulsion of Members,
Agreement terminated for cause by the County crthcrmrrtamaetporpursuant to
bymajority vote of the advisory council. The following are considered cause for termination:
A member may be expelled from the System and its participation in the System and this
a. Misuse of the System or System equipment.
b. Failure to pay obligations to the County or the System when due.
c. Failure to pay fines, penalties or forfeitures assessed by another governmental
agency related to use of the radio System.
Upon expulsion, the expelled member continues to be responsible for the following:
a. For 100% of its pro rata share of any authorized unpaid capital or System
b. For payment of all costs represented by any Radio Equipment note and any
development costs, evidenced by the Infrastructure note.
written agreement executed by the member with regard to the System or radio
equipment.
be obligated to pay its proportionate share of costs for the year in which expulsion
occurs.
d. If termination occurs after July 1 of any given year, the expelled member shall be
obligated to pay its proportionate share of budgeted operating costs for the year
notice is received and budgeted operating costs for the following calendar year.
c. If termination occurs prior to July I of any given year, the expelled member shall
e. Settlements or judgments for events occurring during membership.
At the time of a member expulsion, all other member’s equity interest shall be adjusted
by adding to their equity interest share a proportionate share of the expelled member’s equity.
No expelled member shall receive, from the County or any other member, any money or
compensation for its equity interest at the time of the expulsion.
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ARTICLE VI
Miscellaneous
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6.1. No Assignment.
No party to this agreement may assign its interest in this agreement or in the radio
System, including its proportionate equity interest in the System to any other party or individual.
6.2. Resoonsibilitv for Fines. Forfeitures or Penalties.
Commission for misuse of airwaves or any other violation of federal law or regulation, the
member responsible for the violation shall be solely responsible for payment of such fine,
forfeiture or penalty.
6.3. Propertv Insurance Waiver of Subrogation.
The County and each member hereby releases each other from any and all responsibility
and liability to the other for any loss or damage, including consequential losses, that either may
incur if such property loss or damage is caused by fire or other peril, even if such loss or damage
is caused by the fault or negligence of the other party. Each agree that to the extent any policy of
insurance provides a right of subrogation in the insurer, or to the extent a right of subrogation
exists independent of such policy, each will hold the other harmless for any loss, claim or
expense suffered and shall obtain from its insurance camer a waiver of subrogation for the
matters here described in any such policy of insurance.
6.4. Responsibilitv for Settlements or Judgments.
In the event that a recovery shall be had, either by settlement or judgment, against
Waukesha County or any other member as a result of a failure of the trunked radio System, the
cost of said settlement or judgment shall be borne by each party to this agreement in accordance
with percentage of equity interest calculated for the year of the event which led to the claim
giving rise to the settlement or judgment. This paragraph shall apply and the member shall be
obligated for its,proportionate share of said settlement or judgment even if the member shall
have terminated the agreement prior to the settlement or judgment.
representation for any litigation directing alleging failure of the System infrastructure and shall
have the sole authority to direct said litigation.
In the event that a fine, forfeiture or penalty is assessed by the Federal Communications
Waukesha County shall provide, at no cost to participating municipalities, all legal
6.5. Force Ma-ieure.
municipalities shall be considered to be in default in the performance of any of its obligations
under this agreement, other than obligations to make payments as specified in this agreement or
in any other agreement entered into by the parties, when there is the occurrence of an event of
Force Majeure, as defined below, and the result is a delay or failure of performance of a party,
and in such case, neither party shall be liable for any loss or damage suffered by the other party
as a result thereof. Force Majeure, as used herein, shall mean any conditions affecting a party in
connection with the agreement, which condition is beyond the reasonable control of the party,
Except as otherwise specifically provided herein, neither the County or the member
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including, without limitation: acts of God, strikes, lockouts, acts of public enemy, wars,
blockages, insurrections, riots, epidemics, landslides, lightning, earthquakes, tires, storms,
floods, washouts, civil disturbances, or explosions.
6.6. Conditions on Ameement.
Waukesha County Board and said appropriation has been approved by the Waukesha County
Executive and a contract has been executed with a vendor chosen by Waukesha County for
development and implementation of a System.
6.7 Effective Date: Term.
11:59:59 p.m. on December 31,2008, except as provided in section 3.2, above.
This agreement is only effective if sufficient funds have been appropriated by the
This agreement shall be binding on the parties upon execution and shall terminate at
Date: Date:
Daniel Finley Authorized Municipal Member
Waukesha County Executive Representative
Norm Cummings Authorized Municipal Member
Director, Waukesha County Department of Representative
Administration
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