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CCR1999203ATTACHMENT- (Resolution Authorizing Agreement and Issuance of Infrastructure Note) Resolution No.0703 - ci4 A RESOLUTION APPROVING TRUNKED RADIO SERVICES AGREEMENT AND AUTHORIZING THE ISSUANCE OF A GENERAL OBLIGATION PROMISSORY NOTE TO WAUKESHA COUNTY TO PAY INFRASTRUCTURE COST OF THE TRUNKED RADIO SYSTEM WHEREAS, Waukesha County, Wisconsin (the “County”) has proposed the implementation of a county-wide trunked radio system (the “System”) , and WHEREAS, the System will make more efficient use of a small number of radio channels by allowing a large number of users to share a small number of radio channels through a combination of repeater and computer technologies and should he more flexible and reliable than other technologies currently in use in the County; and WHEREAS, the Citv of Muskego (the “Municipality”) hereby finds and determines that it is necessary and advantageous to the Municipality to join the System; and WHEREAS, the terms of operation and financing of the System are to be set forth in a Trunked Radio Services Agreement to he entered into by and among the County, the Municipality and the other municipalities who are to participate in the System; and WHEREAS, the Municipality is in need of the sum of one hundred twentv-two thousand seven hundred and twentv dollars ($122.720) to pay its share of the infrastructure costs of the System (the “Infrastructure Costs”), and WHEREAS, the Common Council of the Municipality (the “Governing Body”) deems it necessary and in the best interest of the Municipality that the monies needed for such purpose be borrowed by issuing a general obligation promissory note to the county pursuant to the provisions of Section 67.12 (12), Wis. Stats. , upon the terms and conditions hereinafter provided; NOW, THEREFORE, BE IT RESOLVED by the Governing Body of the Municipality, that: The Trunked Radio Services Agreement in substantially the form attached hereto is hereby approved and the officers of the Municipality are authorized and directed to execute such Agreement. -. 0 0 e Section 2. Issuance of Note. The Municipality shall sell and deliver its $122.720 General Obligation Promissory Note (Infrastructure Note) (the “Note”) to the County for the purpose of paying the Municipality’s share of the Infrastructure Costs. Section 3. The Note. The Mavor (the “Chief Executive Officer”) and Municipal Clerk shall make, execute and deliver the Note to the County, for and on behalf of the Municipality The Note shall be a negotiable, general obligation promissory note of the Municipality, registered as to both principal and interest, issued as a single note and shall mature in installments on Januarv 3 1 st in the years and principal amounts as follows: Year Amount 2000 $13,635.56 200 1 $13,635.56 2002 $13,635.56 2003 $13,635.56 2004 $13,635.56 2005 $13,635.56 2006 $13,635.56 2007 $13,635.56 2008 $13,635.56 The installments of the Note shall bear interest at the rate of 0%. At the option of the Municipality, the installments of the Note shall be subject to prepayment at any time. Said installments shall be prepayable, as a whole or from time to time in part, at the principal amount thereof plus accrued interest to the date of prepayment. Section 4. Form of Note. The Note shall be in substantially the form set forth on Exhibit A. Section 5. Tax Provisions. (A) Direct. Annual Irrepealable Tax. For the purpose of paying the principal of the Note as the same respectively falls due, the full faith, credit and taxing powers of the Municipality are hereby irrevocably pledged and there be and there hereby is levied on all of the taxable property in the Municipality a direct, annual irrepealable tax in an amount and at the times sufficient for said purpose, such tax to be for the following years and in the following minimum amounts: Year Amount For the year 1999 $13,635.56 For the year 2000 $13,635.56 For the year 2001 $13,635.56 For the year 2002 $13,635.56 For the year 2003 $13,635.56 For the year 2004 $13,635.56 For the year 2005 $13,635.56 For the year 2006 $13,635.56 For the year 2007 $13,635.56 (B) Tax Collection. The Municipality shall be and continue without power to repeal such levy or obstruct the collection of said tax until all such payments have been made or provided for. After the issuance of the Note, said tax shall be, from year to year, carried into the tax rolls of the Municipality and collected as other taxes are collected, provided that the amount of tax carried into said tax rolls may be reduced in any year by the amount of any surplus money in the Debt Service Account created in Section 5 (A) hereof. (C) Additional Funds. If at any time there shall be on hand insufficient funds from the aforesaid tax levy to meet principal payments on the Note when due, the requisite amounts shall be paid from other funds of the Municipality then available, which sums shall be replaced upon the collection of the taxes herein levied. Section 6. Debt Service Fund and Account. (A) Creation and Deoosits. There be and there hereby is established in the treasury of the Municipality, if one had not already been created, a debt service fund, separate and distinct from every other fund, which shall be maintained in accordance with generally accepted accounting principles. Sinking funds established for obligations previously issued by the Municipality may be considered as separate and distinct accounts within the debt service fund. Within the debt service fund, there be and there hereby is established a separate and distinct account designated as the “Debt Service Account for ‘General Obligation Promissory Note (Infrastructure Note)’ ‘‘ (the “Debt Service Account”) and such account shall be maintained until the indebtedness evidenced by the Note is fully paid or otherwise extinguished. The Municipal Treasurer shall deposit in such Debt Service Account (i) all accrued interest received by the Municipality at the time of delivery of and payment for the Note; (ii) the taxes herein levied for the specific purpose of meeting principal of the Note when due; (iii) such other sums as may be necessary at any time to pay principal of the Note when due; (iv) any premium which thereon; (v) surplus monies in the Borrowed Money Fund as specified in Section 6 hereof; and (vi) such further deposits as may be required by Sec. 67 11, Wis. Stats. may be received by the Municipality above the par value of the Note and accrued interest (B) Use and Investment. No money shall be withdrawn from the Debt Service Account and appropriated for any purpose other than the payment of principal of the Note until all such principal has been paid in full and canceled; provided (i) the funds to provide for each payment of principal on the Note prior to the scheduled receipt of taxes from the next succeeding tax collection may be invested in direct obligations of the United States of America maturing in time to make such payments when they are due or in other investments permitted by law; and (ii) any funds over and above the amount of such principal payments on the Note may be used to reduce the next succeeding tax levy, or may, at the option of the Municipality be invested by purchasing the Note as permitted by and subject to Section 67,l I (2) (a) , Wis. Stats. , in interest- bearing obligations of the United States of America, in other obligations of the Municipality or in other investments permitted by law, which investments shall continue to be a part of the Debt Service Account. (0 Remaining Monies. When all of the Note has been paid in full and canceled, and all permitted investments disposed of, any money remaining in the Debt Service Account shall be deposited in the general fund of the Municipality, unless the Governing Body directs otherwise. Section 7, Persons Treated as Owners: Transfer of Note. The Municipality shall keep books for the registration and for the transfer of the Note. The person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of either principal or interest on any Note shall be made only to the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. The Note may be transferred by the registered owner thereof by surrender of the Note at the office of the Municipal Clerk, duly endorsed for the transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing. Upon such transfer, the Municipal Clerk shall execute and deliver in the name of the transferee or transferees a new Note or Note of a like aggregate principal amount, series and maturity and shall record the name of each transferee in the registration book. No registration shall be made to bearer. The Municipal Clerk shall cancel any Note surrendered for transfer. The Municipality shall cooperate in any such transfer or exchange, and the Chief Executive Officer and Municipal Clerk are hereby authorized to execute and deliver any new Note or Notes necessary to effectuate such transfer or exchange. Section 8. Records. The Municipal Clerk shall provide and keep a separate record book and shall record a full and correct statement of every step or proceeding had or taken in the course of authorizing and issuing these Note. Section 9. Closing, The Chief Executive Officer and Municipal Clerk of the Municipality are hereby authorized and directed to execute and deliver the Note to the purchaser thereof upon receipt of the borrowed funds, accrued interest to date of delivery and premium, if any. The Chief Executive Officer and Municipal Clerk may execute the Note by manual or facsimile signature, but, unless the Municipality has contracted with the Fiscal Agent to authenticate the Note, at least one of said officers shall sign the Note manually. The officers of the Municipality are hereby directed and authorized to take all steps necessary or convenient to close this issue as soon as practicable hereafter, in accordance with the terms of sale thereof; and said officers are hereby authorized and directed to execute and deliver such documents, certificates and acknowledgments as may be necessary or convenient in accordance therewith. Adopted, approved and recorded Chief Executive Officer (SEAL) Attest: Clerk EXHIBIT A (Form of Note) UNlTED STATES OF AMERICA STATE OF WISCONSIN GENERAL OBLIGATION PROMISSORY NOTE (INFRASTRUCTURE NOTE) ORIGINAL DATE OF ISSUE: REGISTERED OWNER. Waukesha County, Wisconsin PRINCIPAL AMOUNT. one hundred twenty-two thousand seven hundred and twenty dollars ($122.720) KNOW ALL MEN BY THESE PRESENTS, that the Citv of Muskego, Wisconsin (the “Municipality”) , hereby acknowledges itself to owe and for value received promises to pay to below, the principal amount identified above, subject to the provisions set forth herein regarding redemption prior to maturity. 0 the registered owner identified above (or to registered assigns), on the installment dates identified The Note is payable in installments on January 31st of each year, in the years and principal amounts as follows: Year Princiual Amount 2000 2001 2002 2003 2004 2005 2006 2007 2008 $13,635.56 $13,635.56 $13,635.56 $13,635.56 $13,635.56 $13,635.56 $13,635.56 $13,635.56 $13,635.56 The installments of the Note bear interest at the rate of 0%. The principal of the Note is payable in lawful money of the United States by the Municipal Treasurer. Payment of the first eight installments of principal shall be made to the registered owner of this Note recorded on the registration books of the Municipality. Payment of the last installment of principal of this Note shall be made upon presentation and surrender hereof to the Municipal Treasurer. For the prompt payment of this Note and for the levy of taxes sufficient for that purpose, the full faith, credit and resources of the Municipality are hereby irrevocably pledged. This Note is issued by the Municipality pursuant to the provisions of Section 67,12 (12), Wisconsin Statutes, for the purpose of paying the cost of part of the infrastructure costs of the Waukesha County Trunked Radio System, all as authorized by resolutions of the City of Muskego duly adopted by said governing body at meetings held on and for said dates. . Said resolutions are recorded in the official minutes of the At the option of the Municipality, the installments of this Note are subject to prepayment at any time. Said installments are prepayable, as a whole or from time to time in part, at the principal amount thereof plus accrued interest to the date of prepayment. This Note is transferrable by a written assignment duly executed by the registered owner hereof or by such owner’s duly authorized legal representative. Upon such transfer a new registered Note, in the same aggregate principal amount, shall be issued to the transferee in exchange hereof. The Municipality may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and premium, if any, hereon and for all other purposes, and the Municipality shall not be affected by notice to the contrary. It is hereby certified and recited that all conditions, things and acts required by law to exist or to be done prior to and in connection with the issuance of this Note have been done, have existed and have been performed in due form and time; that the aggregate indebtedness of the Municipality, including this Note, does not exceed any limitation imposed by law or the Constitution of the State of Wisconsin; and that a direct annual irrepealable tax has been levied sufficient to pay this Note when and as payable. IN WITNESS WHEREOF, the Citv of Muskego, Waukesha County, Wisconsin has 0 caused this Note to be signed on behalf of said Municipality by the original signatures of its duly qualified and acting Mavor and Municipal Clerk, and its corporate seal to be impressed thereon, all as of the date of original issue specified above. OF WAUKESHA COUNTY. WISCONSIN (SEAL) Clerk . ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Name and address of Assignee) (Social Security or other Identifying Number of Assignee) the within Note and all the rights thereunder and hereby irrevocably authorizes the to transfer said Note on its books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: (e.g. Bank, Trust Company or Securities Firm) ( Registered Owner) e NOTICE: This signature must correspond with the name of the registered owner as it appears upon the face of the within Note (Authorized Officer) in every particular; without alteration or enlargement or any change whatever. ~ 0- TRUNKED RADIO SERVICES AGREEMENT I 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 spechum 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, which shall be considered a member of the System, 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 $66.30, Wisconsin Statutes. ARTICLE I 0 Establishment of the Svstem l., 1. Construction and Installation of Svstem Infrastructure. The County shall be responsible for constructing and acquiring all towers, fixed radio 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 Mastructure, as provided in Article II below, and each member shall have an equity interest in the Infrastructure as provided in Section 1.3, below. 1.2. Acquisition of Radios and Other Equioment. Initial acquisition of radios and other equipment necessary to use the System (Radio Equipment) will be accomplished by the County and distributed to each member. Members can either fmance Radio Equipment with the County or can make a lump sum payment for equipment to the County directly. Therealter, 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 this service. Page 1 1.3. Ownership of the System. (a) Infrartructure. The County and each member shall have joint ownership of the hfktructure. The County shall never have less than a 50% equity interest in the Infkastructure. 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 infrasbucture 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 fust 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. (b) Radio Equipment. Upon distribution of the Radio Equipment to a member, that equipment shall be owned solely by that member. ARTICLE II Financing ofthe S-wtem 2.1. Pavment of the Inftastructure Costs bv Initial Members. Each member shall issue a note to the County representing its share of the Infmtmcture cost (‘Note”) or may pay its share of the hhsincture 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 titled ‘Trunked Radio System Charter Member Infrastructure Cost Schedule.” 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 Gage 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 3 1 of the year following reconciliation. Members with actual usage less than their cost sharing table formula determined share will receive a rebate payment hm the County to reflect their proportionate usage. The County will issue rebate payments to members no later than January 3 1 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 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 Page 2 member’s actual usage will be determined by the County and the Advisory Council, shall be mutually agreeable, and may be based on the 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 the County’s cost of capital at the time of issuance. Notes shall be authorized pursuant to a resolution substantially in the form attached hereto as “A Resolution Approving Trunked Radio Services Agreement and Authorizing the Issuance of a General Obligation Promissory Note to Waukesha County to Pay Infrastructure Cost of the Trunked Radio System” and shall be in substantially the form provided for in that resolution. 2.2. Payment of Infrastructure Costs by Additional Members. Additional memberswill be required to (a) issue an inhtructure 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. Payment 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. Radio Equipment notes shall be amortized over a period of nine years from their date of 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 as the “Resolution Authorizing the Issuance of General Obligation Promissory Note (Equipment Note) to Waukesha County for Trunked Radio System” distributed on September 30,1999, and shall be in substantially the form provided by that resolution. Additional members are responsible for financing the cost of any radios they acquire. ARTICLE 111 ODeration and Maintenance of the System 3.1. County to Operate System. (a) The Counv shall be responsible for providing all services necessary to operate the System, including but not limited to personnel, purchasing responsibilities, maintenance of infrastructure equipment and hardware, installation and operation of System software, preparation Page 3 of all necessary contracts and billing of all members. @) 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 tire, 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 Costs. 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 31 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 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 5/3 1/2002 times the proposed operational budget adjusted for net differences between year 2001 actual versus operational budget. In the vear 2004: The % of use 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 5/3 1/2004 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 5/3 1/2005 times the proposed operational budget adjusted for net differences between year 2004 actual versus operational budget. In the vear 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. Page 4 Year 9 In the vear 2008: The % of use of the System, as calculated between 6/1/2006 and 5/3 1/2007 times the proposed operational budget adjusted for net differences 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 12/31/2008 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. ARTICLE IV Advisory Council An Advisory Council shall be formed made up of a representative of each member which enters into this agreanent 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 ExDulsion of Members 5.1. Withdrawal of Members. Any member may withdraw &om the System at any time upon providing written notice to the County and the System Advisory Council. Upon withdrawal, members continue to be responsible for the following:: a. For 100% of its pro rata share of any authorized unpaid capital or System development costs, evidenced by the Inliastructure notes. b. For payment of all costs represented by any Radio Equipment note and any written agreement executed by the member with regard to the System or radio equipment. c. If notice of intent to withdraw is received by the County and the System Advisory Council no later than July 1 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 Page 5 operating costs for the following calendar year on January 3 1 of that year 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. A member may be expelled &om the System and its participation in the System and this Agreement terminated for cause by the County pursuant to majority vote of the advisory council. The following are considered cause for termination: 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 development costs, evidenced by the Infrastructure note. b. For payment of all costs represented by any Radio Equipment note and any written agreement executed by the member with regard to the System or radio equipment. c. If termination occurs prior to July 1 of any given year, the expelled member shall be obligated to pay its proportionate share of costs for the year in which expulsion 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. occurs. 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, kom the County or any other member, any money or compensation for its equity interest at the time of the expulsion. Page 6 ARTICLE VI Miscellaneous 6.1. No Assiment. including its proportionate equity interest in the System to any other party or individual. 6.2. Responsibility for Fines. Forfeitures or Penalties. In the event that a fine, forfeiture or penalty is assessed by the Federal Communications Commission for misuse of airwaves or ay 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. Property Insurance Waiver of Subrocation. The County and each member hereby releases each other f?om 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 f7om its insurance carrier a waiver of subrogation for the matters here described in No party to this agreement may assign its interest in this agreement or in the radio System, - any such policy of insurance. 6.4. Resoonsibilitv for Settlements or Judments. 0 <the even; that a recovery shall behad, 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. Waukesha County shall provide, at no cost to participating municipalities, all legal representation for any litigation directing alleging failure of the System inhtructure and shall have the sole authority to direct said litigation. 6.5. Force Majeure. Except as otherwise specifically provided herein, neither the County or the member 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 Page 7 with the agreement, which condtion is beyond the reasonable control of the party, including, without limitation: acts of Gud, shikes, lockouts, acts of public enemy, wars, blockages, inswctions, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, civil disturbances, or explosions. 6.6. Conditions on Aereement. This agreement is only effective ifsacient funds have been appropriated by the 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, p.m. on December 31,2008, except as provided in section 3.2, above.. This agreement shall be binding on the parties upon execution and shall taminate at 115959 Date: November 8. 1999 Date: AuthorizedM~cipalMember Representative Page 8 Trunked Radio System Charter Member Infrastructure Cost Schedule (For Budget and Implementation Planning Purposes) PoIIticaI Svbdivlrion Cihr of Bmokfield Population % Radio % EquI. Val. % ;Combined % AlloCation (4 (a) (a) (a) Not-to-Exwed (b) 12.6% 10 9% Z!.l%i 15.2% $273.713 .~ ,.._ City of Delafield Cily of Muskego City of New Benin City of Waukesha City of Pwwaukee Dousman Fire OisUict Eagle Fire Disbid OPuchee Fire Dirhin NOM Lake Fre Oirlnct Summit Ere Dislricl Slnne Bank Volunteer Fire OepamnenL Inc. WaleslGenesee Fire Dirhicl Town of 8mokAeld Tom of Delafmid Town of Genesee - WaleslGeneree Fire Oishict Town of Eagle Town of Merton Town of Ownomwoc Twn of Oiiawa Town of Waukesha Tavn of Vernon Village of Chenequa Village of Big Bend Village of Eagle Village of Elm Gmve Vilbge of Hartland Village of Lac la Belle Village of North Praitie - Police Village Of Nasholah Village of Ownomowoc Lake Village of Pewaukee Yillage of Wales CnyO!.c!!?!!O.F?~.. LACS ........ ~ ...... ~... ..... : .... ~la.ee~~e.m~n.~'B.DBPL.. Tormo!.Lisbo? ... rw?,o!.?!.!K!!!. \mlageo!.Roll?!!?? e Vi!!aQeo!.Mello? ...... ViI!aea.?!.?!w!.. 2.1% 7.0% 12.4% 20.9% 0.0% 4.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 2.4% 21% 3.1% 1.4% 0.8% 2.4% 2.6% 1.5% 1.2% 2.8% 0.5% 2.8% 0.2% 0.5% 0.4% 2.1% 2.7% 0.1% 0.5% 0.3% 0.5% 0.2% 2.4% 2.6% 0.9% ...... 4.0%. Q-0.6.. . . . . . . . . . .. . . . . . .. . . . . . . .. . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . 3.7% 10.1% 9.7% 5.2% 18.5% 3.7% 1.8% 0.0% 1.5% 0.9% 0.7% 1.3% 1.7% 1.2% 0.0% 29% 1 .O% 1.5% 0.2% 1.3% 0.5% 0.9% 0.0% 0.9% 0.5% 0.7% 1.3% 1.9% 0.2% 0.1% 2.6% 29% 0.2% 1.3% 1.0% 0.1% 0.7% 4.6% 0.6% 1.2% .. . .. , . . . . . . . . . . . . . . . . . . , . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..... ~ . . ..... 3.1%: 13.2% 3.4% i 21.1%; 5.0% 0.0% : 9.1% 0.0% ~ 0.0% 0.0% i 0.0% 0.0% 0.0% 0.0% i 0.0% ; 6.5% : 0.2%: 0.3% : 0.6Yo 0.8%: 0.3% : 0.1%: 0.2% 0.2% : 0.8% ~ 0.5% ; 0.0% 0 2%: 0.2% 1.6% : 3.4% 0.0% ; 0.1%: 0.1%: 0.3%: 0.3% 3.4% 0.2% . . . . . . . .. ... . ,.......... . . . . . . .. . . . . , , . . . . . . .. . . 0.0% i . . . . . . . , . . . , . . ... . . . . . . . . .. . . . . , .., 2.8% ~ . . . . . . . , .. ., 3.0% 11 .6% 6.8% 20.2% 4.7% 0.6% 5.6% 0.5% 0.3% 0.2% 0.4% 0.6% 0.4% 0.0% 3.8% 0.9% 1.4% I .7% 0.4% 1.1% 1.5% 0.4% 0.9% 1.2% 1.6% 0.6% 0.7% 0.3% 0.3% 2.2% 29% 0.1% 0.6% 0.5% 0.4% 0.3% 3.3% . 2.4%. ..... 0.6% , , . . . . . . . . . . 0.0%. . .... . . . . . . . . . . . . . .. . . . . . . . . . .. . . . . . . .. . . . . . .. . . , . . . . . . . . . . $122.720 $211.532 $362.804 $93.685 ' $10.701 18.959 SO 15.226 $4.480 $7.715 $6.968 $10.203 $0 $68.789 $24.339 $15.824 $53.304 ' . . . . . . . . . . . . . . . . . 179.a88 . . . . . . . . . . . . . . . . . . . . ... . . . . . . ,129.". $6.750 $26.361 $19.539 $7.589 $15,690 120.862 $29,323 $10.131 $12.964 $4.861 $39.666 $5,359 151,799 $1.694 $8.888 ' 56.123 $5,457 16.633 158,512 $10,019 ......., ~ ..... . . . . . . . . . . . . . ,.. . . , , .. . . . . . ,143.380. TOPI MunicipdiUer 100.0% 100.0% 100.0% 100.0% $1.784.458 Coun~ of Waukesha 11.815.542 Total la\ &sed uoan me number of radios identified bv oartidoants as of 1011 5199. $30.412.56 $13.635.56 $5.922.67 123.503.56 . . . . . . . . . . . . . . . . . . . . . ~. $40,311.58 $6.676.44 SlQ.409.44 $1.189.00 $995.44 10.00 1560.67 $497.78 $657.22 . , . . . . . . . . . . . . . . 11.133.67 1774.22 $7.643.22 $0.00 $2.704.33 $1,756.22 $3309.78 52.171.00 $750.00 $2,929.00 $1.743.33 1843.22 12.316.00 . . . . . . . . . . . . . . . . ...., ~, ....... ...,. ~ ........ u:258.11 $1,125.67 $1.440.44 $540.11 $595.44 14,431.76 55,755.44 1188.22 S967.56 $902.56 . . . . . . . . . . . . . . ., . . . . . . . . . . . . . . . . . $606.33 16.501.33 $1.113.22 $196.273 $201.727 $737.00 ... S4.8zo.00, ~,. ...~,. 1400.000 1 I~. ~ ~~~~ ~ ~~ ~ (b) The lesser of he Final Allocation of the Not&-Exceed amount sent lo municipalities is used 10 determine municipalities' inilial infraStwCNre ws1 (c) Annual cost determined by taking me Alocation Not-to-Exceed allacalion amount and dividing by lhe repayment term (9 years) ~~ ~, . allocation. In me founh year, infrastructure cosb will be recalculaled based upon aclwal trunked radio system usage. at zero percent (0%) interest Changes in radio wunb by more bn 25 politid subdivisions resulted in final inhastructure alloCation percentages and wrresponding infrastructure shares varying from previously provided not-lo-exceed numben. Decreases in radio wunls and me reduction in members' infrastructure ahares result in a mneswndinp increase in ohr members' inhastructure sharer and some inhasbuch're shares in excess of me previously provided initial inhastrumre shares will be equal ln or less man me previausly provided nocb-exceed numberr. Waukesha County's share of me inlraslmuctule nol-to+Iceed amounb. Waukesha County agrees Io fund an additional 115,542 01 infrastructure above meir 50% share Lo ensure all members will be $1.81 5.542 with me remaining amount of $1.784.458 being Shared by he participating municipalities. Waukesha County will remup meir additional Share in lhe event Of a new member. The benefit of Waukesha Caunh/s addi50ml wnhibution Will be shared and realbed by all participating municipalities when me cos1 allacation memod reverts to aclual usage. Fulther changer lo radio wuns and lntal equipment wsls are permined until November 30.1999. however. lltese changes win no1 be inwrporaled inlo lhe infrastructure or operating cos1 sharing lables. For the purposes of wsl allocation. here tables were Axed as of October 13. 1999.