R-11-08-11-8A1 - 8/11/2011RESOLUTION NO. R -11-08-11-8A1
WHEREAS, Chapter 791 of the Texas Government Code, V.T.C.A., authorizes local
governments and agencies of the state to enter into agreements with one another to perform
governmental functions and services, and
WHEREAS, the City of Round Rock wishes to enter into an Interlocal Contract with the
Capital Area Council of Governments ("CAPCOG") regarding the FY 2012-2013 PSAP Maintenance,
Equipment Upgrade, and Training in the enhanced 911 emergency telephone system, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an Interlocal
Agreement with CAPCOG for PSAP Maintenance, Equipment Upgrade, and Training, a copy of same
being attached hereto as Exhibit "A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 1 lth day of August, 2011.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
csyiwii- liem
SARA L. WHITE, City Secretary
O:\wdo x\SCC1nts\0112\ 1104\MUNICIPAL\00229068. DOC/rmc
Capital Area
Council of
June 17, 2011
City of Round Rock
Governments Steve Norwood
City Manager
680o i,►iesana 221 E. Main Street
Round Rock, TX 78664
*Haig 310, site 165
Austin, Texas 78744
RE: FY2012/2013 PSAP Interlocal
Dear Mr. Norwood:
C110629-2
Please find the enclosed FY 2012/2013 PSAP Interlocal (2 originals). The
documents describe how both your entity and CAPCOG will accomplish the
delivery of 9-1-1 service throughout the biennium.
I respectfully request you sign and return all originals to our office by August 15,
2011. The new fiscal year starts September 1, 2011 and this will enable
reimbursements and disbursements to be made shortly after the beginning of the
new fiscal year. Upon receipt in our office, Betty Vo.ghts, Executive Director, will
sign each, and one original will be returned to you. Please note that without the
signed Interlocal in place CAPCOG is unable to reimburse your entity any funds
expended on behalf of the 9-1-1 services.
Should you have any questions, please feel free to contact me at (512) 916-
6044.
Sincerely,
Gregg Obuch
Director of Emergency Communications
PSAP2012-2OI3:Ciiics:5/ 9
CAPITAL AREA COUNCIL OF GOVERNMENTS
INTERLOCAL CONTRACT FOR PSAP MAINTENANCE, EQUIPMENT UPGRADE,
AND TRAINING
Sec. I. Parties and Purpose
1.1. The Capital Area Council of Governments ("CAPCOG") is a regional planning
commission and political subdivision of the State of Texas organized and operating under the
Texas Regional PIanning Act of 1965,.chapter 391 of the Local Government Code, as amended.
CAPCOG has developed a Strategic Plan to establish and maintain 9-1-1 emergency telephone
service in State Planning Region 12, and the Texas Commission on State Emergency
Communications has approved its current Pian.
1.2. The City of Round Rock ("Public Agency") is a Texas home -rule municipality
that operates one or more Public Service Answering Points (PSAPs) that assist in implementing
the Strategic Plan as authorized by chapter 771 of the Health and Safety Code.
1.3. This contract is entered into between CAPCOG and Public Agency under chapter
791 of the Government Code so that Public Agency can maintain its PSAP(s), upgrade its
equipment, and train its personnel to participate in the enhanced 9-1-1 emergency telephone
system in the Region.
Sec. 2. Goods and Services
2.1. Public Agency agrees to:
(1) purchase supplies such as printer paper, printer ribbons, cleaning materials, etc.
necessary for the continuous operation of its PSAP(s);
(2) upgrade its PSAP equipment and software, as authorized in the current Strategic
Plan, by requesting CAPCOG to purchase new equipment and software;
(3) protect the PSAP equipment and secure the premises of its PSAP(s) against
unauthorized entrance or use;
(4) practice preventive maintenance for the PSAP equipment;
(5) provide emergency communications training to call-takers/dispatchers as described in
CAPCOG's 9-1-1 Policies and Procedures Manual;
(6) protect the confidentiality of 9-1-1 database information and of information
furnished by telecommunications providers, and notify CAPCOG's Emergency Communications
Department in writing within two business days of the receipt of a request for 9-1-1 database
information, or for information furnished by telecommunications providers, made under the
Texas Public Information Act;
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PSAP20 1 2-2013:Cities:5/09
(7) use the Emergency Notification Services database information only to warn or alert
citizens of an emergency situation where property or human life is in jeopardy, and protect the
database information from unauthorized use.
Sec. 3. Contract Price and Payment Terms
3.1. CAPCOG agrees to compensate Public Agency in the total amount of not to exceed
$ 1,500.00 for its performance of this contract.
3.2. Within 30 calendar days after the effective date of this contract, CAPCOG agrees to
pay Public Agency $ 1,500.00 for the purchase of supplies authorized by the current Strategic
Plan.
3.3. If Public Agency made expenditures under this contract in violation of applicable
law or policy described in Sec. 6, Public Agency agrees to repay CAPCOG for those
expenditures within 60 calendar days from the date CAPCOG notifies Public Agency of the
repayment amount due and the reason repayment is required. If Public Agency does not repay
the reimbursement when required, CAPCOG may refuse to purchase 9-1-1 equipment on Public
Agency's behalf and may withhold all or part of the unpaid reimbursement from Public Agency's
future entitlement to reimbursement under this or future interlocal contracts between the parties
for PSAP maintenance, equipment upgrade, and training.
3.4. (a) Before the 60 -day repayment period expires, Public Agency may appeal in
writing to CAPCOG its determination that Public Agency repay the reimbursement, explaining
why it believes the determination is wrong, or Public Agency may request CAPCOG in writing
to extend the 60 -day repayment period, proposing an alternative period and justifying its need, or
it may both appeal and propose an extension. CAPCOG agrees to submit the appeal or proposal
or both to the Texas Commission on State Emergency Communications with its recommendation
and to furnish Public Agency with a copy of its recommendation. The Commission's decision on
Public Agency's appeal or proposal or both is final.
(b) The appeal authorized by Sec. 3.4 (a) is the only mechanism for challenging
CAPCOG's determination under Sec. 3.3 that Public Agency repay the reimbursement. The
early termination provisions of Sec. 10 and dispute resolution process of Sec. 11 are not
available to challenge CAPCOG's determination.
Sec. 4. Effective Date and Term of Contract
4.1. This contract takes effect September 1, 2011 and it ends, unless sooner terminated
under Sec. 10, on August 31, 2013.
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Sec. 5. Performance Reports
5.1. Public Agency agrees to report to CAPCOG, by the 20th of each month, on its
performance of this contract using the CAPCOG reporting tool located at psap.capcog.org or at
the latest URL address provided by CAPCOG.
Sec. 6. Compliance with Applicable Law and Policy
6.1. Public Agency agrees to comply with all applicable law and policy in carrying out
this contract. Applicable law and policy include but are not limited to the State Administration
of Emergency Communications Act, chapter 771, Texas Health and Safety Code; rules
implementing the Act contained in title I, part XII, Texas Administrative Code; the current
Uniform Grant Management Standards (Governor's Office of Budget and Planning); Texas
Commission on State Emergency Communications, 9-1-1 PROGRAMS Policies and Procedures
and Program Policy Statements; the current CAPCOG Strategic Plan; and CAPCOG's 9-1-1
Policies and Procedures Manual and ENS Policies & Procedures.
Sec. 7. Independent Contractor, Assignment and Subcontracting
7.1. Public Agency is not an employee or agent of CAPCOG, but furnishes goods and
services under this contract solely as an independent contractor.
7.2. Public Agency may not assign its rights or subcontract its duties under this contract
without the prior written consent of CAPCOG. An attempted assignment or subcontract in
violation of this Sec. 7.2 is void.
7.3. If CAPCOG consents to subcontracting, each subcontract is subject to all of the
terms and conditions of this contract, and Public Agency agrees to furnish a copy of this contract
to each of its subcontractors.
Sec. 8. Records and Monitoring
8.1. Public Agency agrees to maintain financial, statistical, and ANI/ALI records
adequate to document its performance, costs, and receipts under this contract. Public Agency
agrees to maintain these records at Public Agency's offices.
8.2. Subject to the additional requirement of Sec. 8.3, Public Agency agrees to preserve
the records for three state fiscal years after receiving its final payment under this contract.
8.3. If an audit of or information in the records is disputed or the subject of litigation,
Public Agency agrees to preserve the records until the dispute or litigation is finally concluded,
regardless of the expiration or early termination of this contract.
8.4. CAPCOG is entitled to inspect and copy, during normal business hours at Public
Agency's offices where they are maintained, the records maintained under this contract for as
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long as they are preserved. CAPCOG is also entitled to visit Public Agency's offices, talk to its
personnel, and audit its records, all during normal business hours, to assist in evaluating its
performance under this contract.
8.5. CAPCOG will at least once per year visit Public Agency's offices and monitor its
performance of this contract to ensure compliance with applicable law and policy described in
Sec. 6. CAPCOG will provide Public Agency a written monitoring report within 30 calendar
days of the visit. The report will describe any compliance issues and schedule a follow-up visit
if necessary.
8.6. CAPCOG agrees to notify Public Agency at least 24 hours in advance of any
intended visit under this Sec. 8. Upon receipt of CAPCOG's notice, Public Agency agrees to
notify the appropriate department(s) specified in the notice.
8.7. The Texas Commission on State Emergency Communications and the Texas State
Auditor have the same inspection, copying, and visitation rights as CAPCOG.
Sec. 9. Nondiscrimination and Equal Opportunity
9.1. Public Agency shall not exclude anyone from participating under this contract, deny
anyone benefits under this contract, or otherwise unlawfully discriminate against anyone in
carrying out this contract because of race, color, religion, sex, age, disability, handicap, veteran
status, or national origin.
9.2. If Public Agency procures goods or services with funds made available under this
contract, Public Agency agrees to comply with CAPCOG's affirmative action procurement
policy, which is set out in CAPCOG's 9-1-1 Policies and Procedures Manual.
Sec. 10. Suspension and Early Termination of Contract
10.1. Public Agency acknowledges that CAPCOG's sole source of funding for this
contract is a legislative appropriation distributed under contract between CAPCOG and the
Texas Commission on State Emergency Communications. If the Commission does not make
timely payments to CAPCOG under its contract, CAPCOG may suspend payment to Public
Agency under this contract by giving Public Agency notice of the suspension. The suspension is
effective five business days after Public Agency's receipt of the notice. Upon suspension of
payment, Public Agency's obligations under this contract are also suspended until CAPCOG
resumes payment. If the suspension continues for a cumulative total of 30 or more calendar
days, or if the Commission terminates its contract with CAPCOG, CAPCOG or Public Agency
may terminate this contract by giving the other notice of termination, and this contract terminates
five business days after the receipt of notice.
10.2. Except as provided in Secs. 3.3 and 3.4, if CAPCOG or Public Agency breaches a
material provision of this contract, the other may notify the breaching party describing the breach
and demanding corrective action..The breaching party has five business days from its receipt of
the notice to correct the breach, or to begin and continue with reasonable diligence and in good
PSAP2012-2013:Citics:5109
faith to correct the breach. If the breach cannot corrected within a reasonable time, despite the
breaching party's reasonable diligence and good faith effort to do so, the parties may agree to
terminate the contract or either party may invoke the dispute resolution process of Sec. 11.
10.3. If CAPCOG suspends payment to Public Agency under Sec. 10.1, or if this
contract is terminated under Sec. 10.1 or 10.2, CAPCOG and Public Agency are each entitled to
compensation for goods and services each provided the other before receiving notice of the
suspension or termination. However, neither CAPCOG nor Public Agency is liable to the other
for costs it paid or incurred under this contract after or in anticipation of its receipt of notice of
suspension or termination.
10.4. Termination for breach under Sec. 10.2 does not waive either party's claim for
damages resulting from the breach, and both CAPCOG and Public Agency among other
remedies may withhold from compensation owed the other an amount necessary to satisfy its
claim against the other.
10.5. The ending of this contract under Sec. 4 or its early termination under this Sec. 10
does not affect Public Agency's duty:
(1) to repay CAPCOG for expenditures made in violation of applicable law or policy in
accordance with paragraphs 3.3 and 3.4;
(2) to preserve its records and permit inspection, copying, and auditing of its records and
visitation of its premises and personnel under Sec. 8.
Sec. 11. Dispute Resolution
11.1. The parties desire to resolve disputes arising under this contract without litigation.
Accordingly, if a dispute arises, the parties agree to attempt in good faith to resolve the dispute
between themselves. To this end, the parties agree not to sue one another, except to enforce
compliance with this Sec. 11, toll the statute of limitations, or seek an injunction, until they have
exhausted the procedures set out in this Sec.
11.2. At the written request of either party, each party shall appoint one nonlawyer
representative to negotiate informally and in good faith to resolve any dispute arising under this
contract. The representatives appointed shall determine the location, format, frequency, and
duration of the negotiations.
11.3. If the representatives cannot resolve the dispute within 30 calendar days after the
first negotiation meeting, the parties agree to refer the dispute to the Dispute Resolution Center
of Austin for mediation in accordance with the Center's mediation procedures by a single
mediator assigned by the Center. Each party shall pay half the cost of the Center's mediation
services.
11.4. The parties agree to continue performing their duties under this contract, which are
unaffected by the dispute, during the negotiation and mediation process.
PSAP2O 12 -?0J 3:c«ies:5/09
11.5. If mediation does not resolve the parties' dispute, the parties may pursue their legal
and equitable remedies.
Sec. 12. Notice to Parties
12.1. Notice to be effective under this contract must be in writing and received by the
party against whom it is to operate. Notice is received by a party: (1) when it is delivered to the
party personally; (2) on the date shown on the return receipt if mailed by registered or certified
mail, return receipt requested, to the party's address specified in Sec. 12.2 and signed for on
behalf of the party; or (3) three business days after its deposit in the United States mail, with
first-class postage affixed, addressed to the party's address specified in Sec. 12.2.
12.2. CAPCOG's address is 6800 Burleson Rd., Bldg. 310, Ste. 165, Austin, TX 78744,
Attention: Executive Director. Public Agency's address is
Attention:
12.3. A party may change its address by providing notice of the change in accordance
with Sec. 12.1.
Sec. 13. Miscellaneous
13.1. Each individual signing this contract on behalf of a party warrants that he or she is
legally authorized to do so and that the party is legally authorized to perform the obligations
undertaken.
13.2. This contract states the entire agreement of the parties, and an amendment to it is
not effective unless in writing and signed by all parties.
13.3. This contract is binding on and inures to the benefit of the parties' successors in
interest.
13.4. This contract is executed in duplicate originals.
CITY OF Round Rock CAPITAL AREA COUNCIL OF
GOVERNMENTS
By By
Betty VQights
Executive Director
Name: Date:
Title:
Date:
6
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY.
Agenda Item No. 8A1.
City Council Agenda Summary Sheet
Consider a resolution authorizing the Mayor to execute an Interlocal Agreement with
Agenda Caption: CAPCOG regarding FY 2012-2013 PSAP Maintenance, Equipment Upgrade, and Training.
Meeting Date: August 11, 2011
Department: Police
Staff Person making presentation: Bryan Williams
Chief of Police
Item Summary:
This interlocal agreement with the Capital Area Council of Governments (CAPCOG) provides for the City's
participation in the regional enhanced 9-1-1 system. The agreement allows the City to continue operating a 9-1-1
call center — which functions through what is called a Public Safety Answering Point — at the Police Department. In
addition, the agreement provides for the training of emergency communications personnel. This is a regular
agreement renewal, and this agreement covers the period September 1, 2011, to August 31, 2013. Also through the
agreement, CAPCOG will reimburse the city annually for $1,500 worth of supply purchases for the system's
operation. Also, the City will submit regular performance reports to CAPCOG, as well as comply with a variety of
applicable law, policy, and regulations regarding the system's operation. Continuation of the 9-1-1 operation will
provide efficient and effective dispatch of police and fire services to address public safety emergencies.
Strategic Plan Relevance:
Cost:
Source of Funds:
N/A
N/A
Date of Public Hearing (if required): N/A
Recommended Action: Approval
EXECUTED
DOCUMENTS
FOLLOW
PSAP2012-2013:Cities:5/09
CAPITAL AREA COUNCIL OF GOVERNMENTS
INTERLOCAL CONTRACT FOR PSAP MAINTENANCE, EQUIPMENT UPGRADE,
AND TRAINING
Sec. 1. Parties and Purpose
1.1. The Capital Area Council of Governments ("CAPCOG") is a regional planning
commission and political subdivision of the State of Texas organized and operating under the
Texas Regional Planning Act of 1965, chapter 391 of the Local Government Code, as amended.
CAPCOG has developed a Strategic Plan to establish and maintain 9-1-1 emergency telephone
service in State Planning Region 12, and the Texas Commission on State Emergency
Communications has approved its current Plan.
1.2. The City of Round Rock ("Public Agency") is a Texas home -rule municipality
that operates one or more Public Service Answering Points (PSAPs) that assist in implementing
the Strategic Plan as authorized by chapter 771 of the Health and Safety Code.
1.3. This contract is entered into between CAPCOG and Public Agency under chapter
791 of the Government Code so that Public Agency can maintain its PSAP(s), upgrade its
equipment, and train its personnel to participate in the enhanced 9-1-1 emergency telephone
system in the Region.
Sec. 2. Goods and Services
2.1. Public Agency agrees to:
(1) purchase supplies such as printer paper, printer ribbons, cleaning materials, etc.
necessary for the continuous operation of its PSAP(s);
(2) upgrade its PSAP equipment and software, as authorized in the current Strategic
Plan, by requesting CAPCOG to purchase new equipment and software;
(3) protect the PSAP equipment and secure the premises of its PSAP(s) against
unauthorized entrance or use;
(4) practice preventive maintenance for the PSAP equipment;
(5) provide emergency communications training to call-takers/dispatchers as described in
CAPCOG's 9-1-1 Policies and Procedures Manual;
(6) protect the confidentiality of 9-1-1 database information and of information
furnished by telecommunications providers, and notify CAPCOG's Emergency Communications
Department in writing within two business days of the receipt of a request for 9-1-1 database
information, or for information furnished by telecommunications providers, made under the
Texas Public Information Act;
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(7) use the Emergency Notification Services database information only to warn or alert
citizens of an emergency situation where property or human life is in jeopardy, and protect the
database information from unauthorized use.
Sec. 3. Contract Price and Payment Terms
3.1. CAPCOG agrees to compensate Public Agency in the total amount of not to exceed
$1,500.00 for its performance of this contract.
3.2. Within 30 calendar days after the effective date of this contract, CAPCOG agrees to
pay Public Agency $ 1.500.00 for the purchase of supplies authorized by the current Strategic
Plan.
3.3. If Public Agency made expenditures under this contract in violation of applicable
law or policy described in Sec. 6, Public Agency agrees to repay CAPCOG for those
expenditures within 60 calendar days from the date CAPCOG notifies Public Agency of the
repayment amount due and the reason repayment is required. If Public Agency does not repay
the reimbursement when required, CAPCOG may refuse to purchase 9-1-1 equipment on Public
Agency's behalf and may withhold all or part of the unpaid reimbursement from Public Agency's
future entitlement to reimbursement under this or future interlocal contracts between the parties
for PSAP maintenance, equipment upgrade, and training.
3.4. (a) Before the 60 -day repayment period expires, Public Agency may appeal in
writing to CAPCOG its determination that Public Agency repay the reimbursement, explaining
why it believes the determination is wrong, or Public Agency may request CAPCOG in writing
to extend the 60 -day repayment period, proposing an alternative period and justifying its need, or
it may both appeal and propose an extension. CAPCOG agrees to submit the appeal or proposal
or both to the Texas Commission on State Emergency Communications with its recommendation
and to furnish Public Agency with a copy of its recommendation. The Commission's decision on
Public Agency's appeal or proposal or both is final.
(b) The appeal authorized by Sec. 3.4 (a) is the only mechanism for challenging
CAPCOG's determination under Sec. 3.3 that Public Agency repay the reimbursement. The
early termination provisions of Sec. 10 and dispute resolution process of Sec. 11 are not
available to challenge CAPCOG's determination.
Sec. 4. Effective Date and Term of Contract
4.1. This contract takes effect September 1, 2011 and it ends, unless sooner terminated
under Sec. 10, on August 31, 2013.
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Sec. 5. Performance Reports
5.1. Public Agency agrees to report to CAPCOG, by the 20th of each month, on its
performance of this contract using the CAPCOG reporting tool located at psap.capcog.org or at
the latest URL address provided by CAPCOG.
Sec. 6. Compliance with Applicable Law and Policy
6.1. Public Agency agrees to comply with all applicable law and policy in carrying out
this contract. Applicable law and policy include but are not limited to the State Administration
of Emergency Communications Act, chapter 771, Texas Health and Safety Code; rules
implementing the Act contained in title I, part XII, Texas Administrative Code; the current
Uniform Grant Management Standards (Governor's Office of Budget and Planning); Texas
Commission on State Emergency Communications, 9-1-1 PROGRAMS Policies and Procedures
and Program Policy Statements; the current CAPCOG Strategic Plan; and CAPCOG's 9-1-1
Policies and Procedures Manual and ENS Policies & Procedures.
Sec. 7. Independent Contractor, Assignment and Subcontracting
7.1. Public Agency is not an employee or agent of CAPCOG, but furnishes goods and
services under this contract solely as an independent contractor.
7.2. Public Agency may not assign its rights or subcontract its duties under this contract
without the prior written consent of CAPCOG. An attempted assignment or subcontract in
violation of this Sec. 7.2 is void.
7.3. If CAPCOG consents to subcontracting, each subcontract is subject to all of the
terms and conditions of this contract, and Public Agency agrees to furnish a copy of this contract
to each of its subcontractors.
Sec. 8. Records and Monitoring
8.1. Public Agency agrees to maintain financial, statistical, and ANI/ALI records
adequate to document its performance, costs, and receipts under this contract. Public Agency
agrees to maintain these records at Public Agency's offices.
8.2. Subject to the additional requirement of Sec. 8.3, Public Agency agrees to preserve
the records for three state fiscal years after receiving its final payment under this contract.
8.3. If an audit of or information in the records is disputed or the subject of litigation,
Public Agency agrees to preserve the records until the dispute or litigation is finally concluded,
regardless of the expiration or early termination of this contract.
8.4. CAPCOG is entitled to inspect and copy, during normal business hours at Public
Agency's offices where they are maintained, the records maintained under this contract for as
3
PSAP2012-2013:Cities:5/09
long as they are preserved. CAPCOG is also entitled to visit Public Agency's offices, talk to its
personnel, and audit its records, all during normal business hours, to assist in evaluating its
performance under this contract.
8.5. CAPCOG will at least once per year visit Public Agency's offices and monitor its
performance of this contract to ensure compliance with applicable law and policy described in
Sec. 6. CAPCOG will provide Public Agency a written monitoring report within 30 calendar
days of the visit. The report will describe any compliance issues and schedule a follow-up visit
if necessary.
8.6. CAPCOG agrees to notify Public Agency at least 24 hours in advance of any
intended visit under this Sec. 8. Upon receipt of CAPCOG's notice, Public Agency agrees to
notify the appropriate department(s) specified in the notice.
8.7. The Texas Commission on State Emergency Communications and the Texas State
Auditor have the same inspection, copying, and visitation rights as CAPCOG.
Sec. 9. Nondiscrimination and Equal Opportunity
9.1. Public Agency shall not exclude anyone from participating under this contract, deny
anyone benefits under this contract, or otherwise unlawfully discriminate against anyone in
carrying out this contract because of race, color, religion, sex, age, disability, handicap, veteran
status, or national origin.
9.2. If Public Agency procures goods or services with funds made available under this
contract, Public Agency agrees to comply with CAPCOG's affirmative action procurement
policy, which is set out in CAPCOG's 9-1-1 Policies and Procedures Manual.
Sec. 10. Suspension and Early Termination of Contract
10.1. Public Agency acknowledges that CAPCOG's sole source of funding for this
contract is a legislative appropriation distributed under contract between CAPCOG and the
Texas Commission on State Emergency Communications. If the Commission does not make
timely payments to CAPCOG under its contract, CAPCOG may suspend payment to Public
Agency under this contract by giving Public Agency notice of the suspension. The suspension is
effective five business days after Public Agency's receipt of the notice. Upon suspension of
payment, Public Agency's obligations under this contract are also suspended until CAPCOG
resumes payment. If the suspension continues for a cumulative total of 30 or more calendar
days, or if the Commission terminates its contract with CAPCOG, CAPCOG or Public Agency
may terminate this contract by giving the other notice of termination, and this contract terminates
five business days after the receipt of notice.
10.2. Except as provided in Secs. 3.3 and 3.4, if CAPCOG or Public Agency breaches a
material provision of this contract, the other may notify the breaching party describing the breach
and demanding corrective action. The breaching party has five business days from its receipt of
the notice to correct the breach, or to begin and continue with reasonable diligence and in good
4
PSAP2012-2013:Cities:5/09
faith to correct the breach. If the breach cannot corrected within a reasonable time, despite the
breaching party's reasonable diligence and good faith effort to do so, the parties may agree to
terminate the contract or either party may invoke the dispute resolution process of Sec. 11.
10.3. If CAPCOG suspends payment to Public Agency under Sec. 10.1, or if this
contract is terminated under Sec. 10.1 or 10.2, CAPCOG and Public Agency are each entitled to
compensation for goods and services each provided the other before receiving notice of the
suspension or termination. However, neither CAPCOG nor Public Agency is liable to the other
for costs it paid or incurred under this contract after or in anticipation of its receipt of notice of
suspension or termination.
10.4. Termination for breach under Sec. 10.2 does not waive either party's claim for
damages resulting from the breach, and both CAPCOG and Public Agency among other
remedies may withhold from compensation owed the other an amount necessary to satisfy its
claim against the other.
10.5. The ending of this contract under Sec. 4 or its early termination under this Sec. 10
does not affect Public Agency's duty:
(1) to repay CAPCOG for expenditures made in violation of applicable law or policy in
accordance with paragraphs 3.3 and 3.4;
(2) to preserve its records and permit inspection, copying, and auditing of its records and
visitation of its premises and personnel under Sec. 8.
Sec. 11. Dispute Resolution
11.1. The parties desire to resolve disputes arising under this contract without litigation.
Accordingly, if a dispute arises, the parties agree to attempt in good faith to resolve the dispute
between themselves. To this end, the parties agree not to sue one another, except to enforce
compliance with this Sec. 11, toll the statute of limitations, or seek an injunction, until they have
exhausted the procedures set out in this Sec.
11.2. At the written request of either party, each party shall appoint one nonlawyer
representative to negotiate informally and in good faith to resolve any dispute arising under this
contract. The representatives appointed shall determine the location, format, frequency, and
duration of the negotiations.
11.3. If the representatives cannot resolve the dispute within 30 calendar days after the
first negotiation meeting, the parties agree to refer the dispute to the Dispute Resolution Center
of Austin for mediation in accordance with the Center's mediation procedures by a single
mediator assigned by the Center. Each party shall pay half the cost of the Center's mediation
services.
11.4. The parties agree to continue performing their duties under this contract, which are
unaffected by the dispute, during the negotiation and mediation process.
5
PSAP2012-2013:Cities:5/09
11.5. If mediation does not resolve the parties' dispute, the parties may pursue their legal
and equitable remedies.
Sec. 12. Notice to Parties
12.1. Notice to be effective under this contract must be in writing and received by the
party against whom it is to operate. Notice is received by a party: (1) when it is delivered to the
party personally; (2) on the date shown on the return receipt if mailed by registered or certified
mail, return receipt requested, to the party's address specified in Sec. 12.2 and signed for on
behalf of the party; or (3) three business days after its deposit in the United States mail, with
first-class postage affixed, addressed to the party's address specified in Sec. 12.2.
12.2. CAPCOG's address is 6800 Burleson Rd., Bldg. 310, Ste. 165, Austin, TX 78744, "�
Attention: E ecutive Director. Public Agency's address is ?A. 11/(�,(V� el TZ01 4 I2u'-1
Attention: litC44141tit$j(d II;
•
12.3. A party may change its address by providing notice of the change in accordance
with Sec. 12.1.
Sec. 13. Miscellaneous
13.1. Each individual signing this contract on behalf of a party warrants that he or she is
legally authorized to do so and that the party is legally authorized to perform the obligations
undertaken.
13.2. This contract states the entire agreement of the parties, and an amendment to it is
not effective unless in writing and signed by all parties.
13.3. This contract is binding on and inures to the benefit of the parties' successors in
interest.
13.4. This contract is executed in duplicate originals.
CITY OF Round Rock
By
Name: iktatA ftA‘ elow
Title:
Date: G(. VL
CAPITAL ARE COUNCIL OF
GOVE,
B . A...,
y sign
Ex-cutive 1 ector
Date:
6