R99-148RESOLUTION R99-/,,~
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR AND
CITY CLERK TO EXECUTE AN INTERLOCAL
AGREEMENT APPROVING PARTICIPATION BY
THE CITY OF BOYNTON BEACH IN THE
MUNICIPAL PUBLIC SAFETY COMMUNICATIONS
CONSORTIUM OF PALM BEACH COUNTY; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, Palm Beach County municipalities have been
actively working on a project to develop county wide radio coverage;
and
WHEREAS, the Countywide Public Safety Communications
Committee, a sub-committee of the Criminal Justice Commission has
proposed a Municipal Public Safety Communications Consortium to
focus on a solution; and
WHEREAS, upon recommendation of staff, the City
Commission of the City of Boynton Beach does hereby authorize and
direct the Mayor and City Clerk to execute an Interlocal Agreement,
providing for authorization for the City of Boynton Beach to participate
in the Municipal Public Safety Communications Consortium of Palm
Beach County.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY
COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA,
THAT:
Section 1. This Commission does hereby authorize and
direct the Mayor and City Clerk to execute an Interlocal Agreement
providing for authorization for the City of Boynton Beach to participate
in the Municipal Public Safety Communications Consortium of Palm
Beach County.
Section2 That this Resolution shall become effective
immediately upon passage.
PASSED AND ADOPTED this /~ day of November, 1999.
CITY OF,,,~OYNTQN BEA.,~, FLORIDA
.-' 'Mayor//' _....~/
c'~ice Mayor
Mayor Pro Tern
mmissio er -
Commissionor
ATTEST:
lerk
INTERLOCAL AGREEMENT
to establish
Municipal Public Safety Communications Consortium of Palm Beach County
THIS AGREEMENT, entered into this /~ _day of ,4~t/~.~g,~-~ 1999, by the
municipalities of Atlantis, Belle Glade, Boca Raton, Boynton Beach, Briny Breezes,
Delray Beach, Greenacres, Gulfstream, Highland Beach, Hypoluxo, Juno Beach, Jupiter,
Jupiter Inlet Colony, Lake Clarke Shores, Lake Park, Lake Worth, Lantana, Manalapan,
Mangonia Park, North Palm Beach, Ocean Ridge, Pahokee, Palm Beach, Palm Beach
Gardens, Palm Beach Shores, Palm Springs, Riviera Beach, Royal Palm Beach, South
Bay, South Palm Beach, Tequesta, Wellington, West Palm Beach; each a Florida
municipal corporation located in Palm Beach County, Florida and the Palm Beach
County School District, a unit for the control, organization and administration of schools.
WITNESSETH:
WHEREAS, each of the Parties presently maintains a police or fire department
utilizing radio communications services, and
WHEREAS, the Parties desire to enter into a cooperative arrangement to provide
communications services benefiting public safety; and
WHEREAS, the use ora consortium of the Parties to provide radio
communications services expands the geographical use of available frequencies for
mutual aid and day-to-day activities; and
WltEREAS, pursuant to this Interlocal Agreement, the Parties' respective police
and fire departments will be able to communicate with each other benefiting public safety
concerns; and
WHEREAS, the Parties desire to have improved radio communications with
other county, state and federal public safety agencies; and
WHEREAS, it is deemed mutually advantageous to enter into this Agreement for
the express purpose of cooperating in the provision ofpubhc safety communications
services; and
W[tEREAS, Chapter 163.01, Florida Statutes, known as the "Florida Interlocal
Cooperation Act of 1969,, authorizes local governmental units to make the most efficient
use of their powers by enabling them to cooperate with other localities on a basis of
mutual advantage and thereby to provide services and facilities in a manner and pursuant
to forms of governmental organization that will accord best with geographic, economic,
population, and other factors influencing the needs and development of local
communities; and
NOW, THEREFORE, in consideration of the mutual covenants, promises, and
representations herein, the Parties hereto agree as follows:
Section 1. PURPOSE:
The purpose of this Agreement is to provide for the establishment and operation of a
consortium:
A. To facilitate the provision of countywide interoperable radio service to the
municipal public safety agencies of Palm Beach County.
2
B. To purchase, install, maintain and operate the necessary equipment to complete
the radio system backbone and provide access to the 800 MHZ Radio Network for
its members.
C. To provide, maintain and operate the necessary means of connectivity between
the new radio system backbone components, existing or planned radio systems
and the Smartzone Switch.
D. To provide management and maintenance services for the consortium
communications systems.
E. To provide other public safety communications services to its members as the
Board of Directors deems appropriate.
Section 2. CREATION
There is hereby created an administrative agency to be entitled the Municipal Public
Safety Communications Consortium of Palm Beach County, herein after referred to as
"MPSCC". The MPSCC shall have the following general powers by the parties:
A. Purchase, lease, sublease or be assigned the lease of real propcui'y from any
private party, political subdivision of the State of Florida or other governmental
entity;
B. Receive funds, including but not limited to, gifts, grants and bequests, from any
source, public or private, provided that no power to levy taxes or assessments be
inferred herefrom;
C. Improve and maintain any and all real property acquired by purchase, lease,
sublease or assignment of a lease;
D. Purchase, lease and install fixtures, equipment, and real property appropriate to a
public safety communications system;
E. Enter into contracts; and
F. Exercise any other power that may be necessary for the operation of a public
safety communications system or that may hereafter be agreed to by the Parties if
within the common powers of all the Parties;
G. Hold titles and licenses for the operation of the radio Backbone System;
H. Employ agencies or employees;
I. Acquire, construct, manage, maintain or operate buildings;
J. Acquire, hold or dispose of property;
K. Incur debts, liabilities or obligations which do not constitute the debts, liabilities
or obligations of any of the Parties;
L. Enter into separate agreements between the Consortium and any of its members;
M. Assess costs or membership dues to its Members.
Section 3. TERM
The term of this Agreement shall be for fifteen (15) years fi:om the execution of this
Interlocal Agreement by all Parties hereto, unless sooner terminated as provided herein.
The term of this Agreement may be extended by the agreement of the Parties.
Section 4. DEFINITIONS
A. "800 MHZ Tmnked Radio Systems (TRS)" or "System" shall mean the entirety
of any TRS owned by one of the parties.
4
B. "Backbone system" shall mean those non-user specific elements of the System
which shall be jointly used or shared by the Parties and shall include, but not be limited
to, the construction, modification and/or furnishing of new or existing
transmitter/receiving sites and related subsystems as required for such System; the
construction and/or modification and out-fitting of new or existing equipment storage
facilities at such sites; security of such items, base stations, transmitters/receivers,
microwave subsystem, tnmking/simulcast controllers/system managers, related software
and any other jointly used or shared items.
C. "Board" shall mean the Board of Directors.
D. "Connectivity" shall mean the method of connecting the various sites in the radio
network including, but not limited to, microwave, data links and telephone lines.
E. "Consortium" shall mean an authority created to carry out the purposes set forth
in this document.
F. "Eligible Municipality" shall mean any municipality or government entity which
provides its own police, fire or other public safety related service.
G. "FCC" shall mean the Federal Communications Commission or any successor
agency.
H. "HUB Group" shall be a geographically related group of municipalities or
government entities for the purpose of providing communication services.
I. "MPSCC" shall mean Municipal Public Safety Communications Consortium.
J. "Member" shall mean any Party to this Agreement. Member and Party may be
used interchangeably.
K. "Smartzone Switch" shall mean a component of the County radio system designed
to provide an interface point with other radio systems.
L. "User Specific Items" shall mean those elements of the system required for each
Party's individual communications system, purchased, installed and/or used individually
by each Party and shall include, but not be limited to, radios, dispatch consoles,
encryption devices, computer terminals, and other communications structures.
Section 5. GENERAL TERMS AND CONDITIONS
A. This Interlocal Agreement states all the rights, responsibilities and obligations of
the Parties to each other, representing the entire understanding between the Parties, and
superseding all other negotiations, representations, or agreement, either written or oral,
relating to the subject matter of this Interlocal Agreement. This Interlocal Agreement
may not be changed, altered, amended or modified except by written instrument signed
by the duly authorized representatives of all Parties.
B. The headings given to the sections herein are inserted only for convenience and
are in no way to be construed as part of this Interlocal Agreement or as a limitation of the
scope of the particular Section to which the heading refers.
C. This agreememt constitutes an Interlocal Agreement authorized by Section 163.01,
Florida Statutes, being a joint exercise of power shared hi common which any
municipality could exercise separately and shall be filed with the Clerk of the Circuit
Court in and for Palm Beach County, Florida.
6
D. Nothing under this Interlocal Agreement shall be construed to give away any
rights or benefits of any party to this agreement to anyone other than the above listed
parties, and all duties and responsibilities undertaken pursuant to this Interlocal
Agreement will be for the sole and exclusive benefit of the Parties, and not for the benefit
of any other agency or agencies.
E. This Interlocal Agreement may not be assigned by any party hereto.
Section 6. BOARD OF DIRECTORS
The MPSCC shall be governed by a board to be known as the Board of Directors. The
governing body of each Member mtmicipality shall appoint one person to the Board. The
governing body shall also select an alternate member for the Board, who shall serve in
the absence of the regular member for whom he or she is an alternate.
A. A chairperson and vice-chairperson shall be selected by and from the Board
membership. Their duties shall be delineated in the by-laws created in
accordance with Section 7-D.
B. The chairperson and vice-chairperson shall serve for a term of two (2) years and
may serve successive terms without limitation. Board members shall serve
without compensation from MPSCC; however, the MPSCC may reimburse the
member for expenses incurred for attendance at meetings.
7
Each Board Member shall have one vote, however votes shall be weighted as
follows; Members' votes from municipalities with a population of 20,000 or less
shall have a weight ofo~e. Members' votes from municipalities with a
population of 20,001 to 50,000 shall have a weight of two. Members' votes from
municipalities with a population of 50,001 or more shall have a weight of three.
The population statistics shall come from the University of Florida's Bureau of
Economic and Business Research. The Board of Directors may modify this
formula as necessary.
Action of the Board shall be by the majority of votes present in consideration of
the weight of each vote.
The Board shall establish such procedural roles and regulations for the conduct of
its meetings, as it may deem necessary. These rules and regulations shall become
part of the by-laws.
The Board shall meet at least quarterly and at such other times, as the Board shall
determine. All decisions of the Board shall be published in a set of minutes,
prepared by the Executive Director. Procedures for preparing and distributing the
minutes shall be set forth in the by-laws.
The number of members required to constitute a quorum shall be one third of the
total membership. Alternate members as designated in Section 6 may be counted
in establishing a quorum.
The Board of Directors may appoint as "Ad Hoc" members a representative from
any pubhc safety agency, which has an interest in countywide radio
communications, but is not a member of the Consortium.
8
(1.) "Ad Hoc" Members shall not have a vote on issues before the
Board of Directors, but may provide input from their agency for
consideration by the Board.
(2.) "Ad Hoc" Members shall serve without compensation from the
MPSCC.
(3.) "Ad Hoc" Members shall not be liable for any costs of the
MPSCC.
(4.) The head of the agency selected as an "Ad Hoc" Member shall
designate one person and an alternate to serve on the Board.
(5.) The initial "Ad Hoc" Member agencies shall be:
Palm Beach County Sheriff's Office
Palm Beach County Fire-Rescue
Section 7. MANAGEMENT
A. The Board of Directors may delegate responsibility for the oversight of the
Consortium's operations to the Executive Committee.
(1.) The Executive Committee shall consist of the Chairperson of each
HUB Group plus the Chairperson of the Board of Directors. The
Chairperson of the Board of Directors shall serve as the
Chairperson of the Executive Committee.
(a.) In the event the chairperson of a HUB Group is also
the Chairperson of the Board of Directors, that Hub
Group shall elect another member to represent it on
the Executive Committee.
(2.) The exact duties and procedures for the Executive Committee shall
be enumerated in the by-laws.
(3.)- The Executive Committee may review the actions of the Executive
Director and make recommendations.
(4.) The Executive Committee shall meet as necessary.
(5.) Each member of the Executive Committee shall have one vote on
matters before the Committee.
B. The authority for the day-to-day operation of the Consortium will rest with the
Executive Director.
(1.) The Executive Director shall serve at the pleasure of the Board of
Directors. The Board of Directors may enter into a contract with
the Executive Director.
(2.) The Executive Director may create other necessary positions and
fill them according to the personnel procedures set up in the by-
laws.
C. Advisory Committees may be appointed by the Board of Directors to provide
direction on matters before the Board.
D. The Board of Directors shall within forty-five (45) days of the effective date of
this Agreement, cause a by-laws document to be created and approved by a majority of
the Board.
(1.) The by-laws shall set forth the operating, administrative and
personnel procedures of the Consortium.
10
(2.) Nothing in the by-laws may supercede any provision of this
Agreement.
(3.)- Amendments to the bylaws shall require approval of at least fifty-
one percent of the weighted votes present at the meeting.
(4.) All members must be notified in writing at least twenty-one days
prior to any meeting involving a vote to amend the bylaws.
E. The Criminal Justice Commission of Palm Beach County through its Law
Enforcement Planning Council shall serve as the coordinating entity for the MPSCC until
December 1, 1999 or such time as twenty-five percent nfthe eligible cities who desire
participation have approved this Agreement.
(1.) Upon reaching December 1, 1999 or obtaining twenty-five percent
of eligible municipalities desiring participation, a Board of
Directors shall be appointed by the city managers of those
municipalities.
(2.) The Board of Directors may appoint an inter/m Executive Director
to begin establishing the administrative functions of the MPSCC.
(3.) The Board of Directors shall determine when all eligible
municipalities have approved this agreement, declined
participation, or declined by reason of lack of response and that
this agreement creating the MPSCC is considered to be effective.
(4.) The Board of Directors shall then appoint a permanent Executive
Director.
11
Section 8. FINANCIAL STRUCTURE
A. The Consortium is a cost sharing organization with costs divided among its
members as set forth within.
B. The Consortium may seek and be entitled to receive funds from the County, State
and Federal Governments.
C. The Executive Director shall prepare an annual budget for approval of the Board
of Directors.
(1.) The fiscal year for the Consortium shall begin on October 1st of
each year.
(2.) The first fiscal year of the MPSCC shall begin with'the effective
date of this Agreement and end on September 30th of that year.
The Executive Director shall within nine months of the effective
date of this Agreement prepare a capital expenditure budget.
(a.) The Executive Director shall prepare a detailed
initial budgetary analysis showing the individual
expenses of each HUB and the total anticipated
obligation of each Member municipality.
(b.) The Capital expenditure budget and budgetary
analysis shall be provided to each Member within
ten days of their approval by the Board of Directors.
(3 .)
12
Costs associated with the radio network shall be assigned to the HUB Group that
incurs them. The HUB groups are:
North
Central
West-Central
West
South
School District Police
(1.) Each HUB Group may select the projects it wishes to be involved
in. The Group may also determine the extent it wishes to
participate in larger general projects.
(2.) Each Member shall select its HUB affiliation within thirty days of
ratifying this agreement. This selection shall be presented to the
Board of Directors for their approval.
(3.) Cost within each HUB shall be apportioned according to the
population total the pementage of each Member municipality's
population in relation to the population total of members in the
HUB.
(4.) A HUB Group may choose to use a different cost sharing formula
within that HUB subject to approval from the Board of Directors.
(5.) The Members of each HUB group shall constitute an advisory
committee to the Board of Directors.
(6.) The Board of Directors may create or delete HUB Groups as
necessary.
(7.) Each HUB Group shall elect a Chairperson to serve a two-year
term.
13
(8.) Actions of the I-ILrB Groups shall be by majority of votes present
in consideration of the weight of each vote.
E. General operating costs of the Consortium shall be apportioned between the
Members according to the percentage the Member's municipality represents in relation to
the total population served by the Consortium. The Board of Directors may modify this
cost apportionment formula as it deems necessary.
(1.) The population figure applied to the School District HUB shall be
the averaged population of the Category Two municipalities.
F. Funds coming into the Consortium from sources other than Member payments
shall be used for the expenses of the HUB units and divided according to the percentage
that incoming fimds represent in relation to the total budgeted expenses of the HUBs for
that fiscal year. This percentage of the incoming funds will be applied to each HUB's
expenses. Grants of fimds obtained for specific purposes may be exempt from this
formula at the discretion of the Board o£Directors. The Board may modify this formula
as it deems necessary.
G. The Consortium shall notify each Member of the amount of its obligation to the
MPSCC for the next fiscal year no later than March 1st of each year.
H. Nothing in this agreement shall interfere with or modify any existing agreements
between municipalities regarding the operation of existing or planned radio systems.
I. The Board of Directors shall establish procurement policies and procedures.
These shall be included in the bylaws.
J. The MPSCC shall hold title to all assets purchased by the Consortium.
14
K. The Board of Directors shall establish an auditing procedure that shall include at
least early audits of the Consortium's financial records by an outside auditing firm. These
procedures shall be delineated in the bylaws.
L. The Board of Directors shall establish procedures for handling the Consortium's
financial transactions and setting up the required accounting systems. These procedures
shall become a part of the bylaws.
M. Members joining the MPSCC after its effective date may be assessed a
proportionate share of prior expenses as determined by the Board of Directors.
N. Radio frequencies belonging to a Member may be used by the MPSCC with the
owner's permission. Frequencies utilized under this sharing agreement will remain the
property of the Member. Frequencies wkich are an integral part of existing radio
infrastructures, specifically the West Palm Beach and South County Cooperative systems,
shall remain under the sole control of these entities and not be subject to any restrictions
under this Agreement.
(1.)
A Member may transfer its frequency license to the
MPSCC for compensation to be determined by the Board
of Directors. This compensation will be in the form of a
credit towards the Member's obligations to the MPSCC.
(2.) The IV[PSCC will be responsible for any hcensing fees or
expenses for frequencies transferred to it.
O. The MPSCC may provide radio services for other law enforcement agencies or
municipal departments other than law enforcement at the discretion of the Board of
Directors.
15
(1.) Municipalities or agencies desiring these additional
services shall send a request to the Board of Directors.
(2.)- The Board of Directors shall set a fee schedule for these
services.
(a.) This fee schedule shall be included in the initial
budget proposal set forth in Section 8-C.
(3.) The fee schedule may be adjusted yearly by the Board of
Directors to ensure equitable cost sharing.
(a.) The fee schedule shall be included in each fiscal
year budget.
(4.) Revenues from these fees will be directed to the HUB
Group in which the user is located.
P. The Executive Board shall establish policies and a cost formula for Members who
contract with other Members for communications services and do not directly utilize
MPSCC services.
Section 9. EMPLOYEE PROCEDURES
A. All employees shall serve at the pleasure of the Executive Director.
B. The Executive Director shall prepare a set ofpersormel policies and procedures
for approval by the Board of Directors. These shall be included in the bylaws upon
approval.
C. The Executive Director shall recommend a compensation package for each
employee classification for approval by the Board of Directors.
16
D. The MPSCC is an Equal Opportunity/Affmuative Action/Veteran's Preference
Employer.
E. In the event the MPSCC absorbs a communications service of one of its
Members, all employees of that Member associated with that service shall be given an
oppommity to become MPSCC employees. This opportunity shall be available during a
period no less that forty-five days prior to the effective date and ending fifteen days after
that date.
(1.) All employees absorbed from another mcunber agent must conform
to the policies, procedures and standards of the MPSCC.
(2.) Exact procedures for implementation of this section shall be
delineated in the bylaws.
F. MPSCC employees shall have a benefit package as approved by the Board of
Directors.
G. In the event that a group of agencies elects to participate in a cooperative radio
dispatch center, the group will form a section separate from the radio system HUBS. The
directors of this group will comprise a Dispatch Management Committee. This
Committee shall have authority over the dispatch personnel and responsibility for setting
dispatch and personnel policies.
(1.) These policies shall be dehneated in a sub section of the bylaws.
(2.) The Dispatch Section will have responsibility for all expenses
incurred by the dispatch operation.
17
(3.) A Member of a HUB Group may chose not to participate in the
cooperative dispatch center and may still participate in the HUB's
radio system.
(4.) Any Member that participates in the cooperative dispatch center
but not in the radio system shall have a seat and weighted vote on
the Dispatch Management Committee, but shall not have a seat on
the Board of Directors.
SECTION 10. LIABILTY
A. To the extent permitted by law; each Party shall each be responsible for its own
negligence. Nothing herein shall be deemed to waive any immunities granted pursuant to
Section 768.28, Florida Statutes.
B. During the term of this lnterlocal Agreement, and any extension thereof, the
MPSCC shall secure and maintain in full force and effect adequate insurance for all
equipment titled to the MPSCC. Adequate insurance shall mean in an mount sufficient
for total replacement of that equipment.
C. The MPSCC shall secure and maintain in full force and effect adequate liability
insurance during the term of this Interlocal Agreement. The amount of insurance to be
deemed adequate shall be determined by the Board of Directors.
SECTION 11. DISPUTE RESOLUTION
A. Any disputes or disagreements between any of the Parties shall be heard by the
Dispute Resolution Committee.
(1.) The Committee shall be appointed by the Chairman of the Board
of Directors within ten days of his election.
18
(2.) The Committee shall consist of one member from each size group
of municipalities for a total of three members. An alternate from
each size group category shall also be appointed to fill-in if an
original member should be a party to a dispute and have to
withdraw.
(3.) The Committee shall serve a two-year term.
B. The recommendations of the Dispute Resolution Committee shall be presented to
the Board of Directors for implementation.
C. Nothing in this Agreement will prohibit any member from any legal remedies that
he might otherwise have.
D. This Agreement shall be governed by the laws of the State of Florida. Any and all
legal action necessary to enforce this Interlocal Agreement shall be held in Palm Beach
County, Florida.
(1.) The Board of Directors and each Member shall have the right to
enforce the provision of this Agreement. A defaulting Member
shall be responsible for any court cost and legal fees incurred by
the Municipal Public Safety Communications Consortium.
(2.) If after an investigation or litigation of the alleged default, the
defaulting Member is found not to be in default, the Member may
recover costs incurred from the Consortium.
19
SECTION 12. CANCELLATION OR WITHDRAWAL FROM THIS
AGREEMENT
A. In the event that any portion of this Interlocal Agreement shall be held invalid for
any reason, such invalidity shall not effect the remaining portions of this Interlocal
Agreement and the same shall remain in force and effect.
B. Any Party after the effective date of this Agreement may withdraw from the
MPSCC and terminate their interest in this Agreement upon one year's prior written
notice to the Board of Directors.
(1.) Any Member may withdraw from the MPSCC within sixty days of
receipt of the initial capital budget and cost projections as specified
in Section 8-C (3)(b) without penalty and without invoking the
notices required in Section 12-B and Section 12-E, if the budget
projections are not satisfactory to the Member.
(2.) If a Member or Members withdrawal should occur after the first
review of the initial budget and cause a change in the financial
obligations of the remaining Members; the Board of Directors shall
re-notice all Members of the new cost figures and allow an
additional thirty day withdrawal period without penalty.
C. There shall be no refund of any payments made under this Agreement for
equipment purchased or sm'vices rendered if a Party chooses to withdraw from the
MPSCC.
D. No Party shall remove or disconnect any User Specific items from the system that
would result or cause the system to malfunction or disrupt service to the system users.
2O
E. Three years prior written notice to the Board of Directors is required to reclaim
any radio frequencies that are shared with the MPSCC and are being utilized by the
MPSCC when a Member wishes to withdraw from this Agreement.
(1.) Should the MPSCC be dissolved, all shared frequencies will revert
back to their original owner.
(2.) Should the MPSCC be dissolved, any frequencies licensed to the
MPSCC shall be transferred to the HUB Groups utilizing them.
F. Should the MPSCC be dissolved by a two thirds written vote of the membership:
(I.) All equipment and real property being utilized by each HUB group
will be retained by that group.
(2.) HUB Groups will become responsible for any outstanding
contracts or obligations relating to that group;
(3.) Any general assets of the MPSCC shall be dissolved and the
proceeds distributed to the Members in the same manner as general
operating costs in Section 8-E.
(4.) Any outstanding contracts or obligations relating to general
operating cost will be satisfied from the proceeds of the asset
liquidation in Section 12-6(C) before any remaining proceeds are
distributed to the Members.
21
(5.) Individual HUB groups may choose to remain operational. A two
thirds written vote of the members of each HUB group is required
to dissolve it. If a HUB Group is dissolved the members may agree
to sell or transfer the operating equipment to one of the members;
or the HUB's assets will be liquidated and the proceeds, after
satisfaction of any outstanding obligations, distributed to the HUB
members in the same manner as HUB costs in Section 8-D (3).
G. All provisions of this Agreement calling for expenditure ad valorem tax money by
any Party is subject to annual budgetary funding, and should any Party involuntarily fail
to fund any of their respective obligations pursuant to the Agreement, the Agreement may
be terminated as to that Party. However Section 12-E of this Agreement regarding shared
frequencies shall apply.
SECTION 13. MISCELLANEOUS PROVISIONS
A. Each person signing this Agreement on behalf of either Party individually
warrants that he or she has full legal power to execute this Agreement on behalf of the
Party for whom he or she is signing, and to bind and obligate such Party with respect to
all provisions contained in this Agreement.
B. Any notice govern pursuant to the terms of this Interlocal Agreement shall be in
writing and hand-delivered or sent via certified mail, return receipt requested. Notice
shall be sent to the Chairman of the Board of Directors and the Executive Director.
C. The Parties agree to act in a spirit of mutual cooperation and good faith in the
implementation and operation of this Interlocal Agreement.
22
D. The Parties agree that no person shall on the grounds of race, color, national
origin, religion, or sex be excluded from the benefits of, or be subjected to any form of
discrimination under any activity carded out by the performance of this Agreement. The
Parties hereby agree and will ensure that all contracts which are executed pursuant to the
terms of this Agreement will contain a similar non-discrimination and equal opportunity
clause governing the contractor's or vendor's activities.
E. This document may be signed in counterpart.
23
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be
executed the day and year first above written.
×? CITY.OF BOYN~TON BEACH'
Gerald Broening
Mayor of Boynton Beach, Florida
Attest:
City Clerk, City yn
Approved as to Form and Legality
/
City Attorney
Boynton Beach, Florida
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instmment was acknowledged this /~' dayof /[~,~,~'~-~, 1999,
by Mayor ~ ~ ~~ , on behalf olde CiW of Boston Beach. He/She is
~rsonally ~o~ to me_of has produced as identification ~d
diW~ t~e ~ oath.
N~e:~ ~
Not~ PuBlic
Sefi~ N~ber: ~'~ Su~----~.~e. ~
My Co~ssmn Explres.~ ~U** uy c~ ~.o,~0~i{
_ E ,
INTERLOCAL AGREEMENT
to establish
South Palm Beach County Public Safety Communications Cooperative
THIS AGREEMENT, entered into this d.NQ, day of , 1998, by
and between the CITY OF BOCA RATON, the CITY OF DELRAY BEACH and the
CITY OF BOYNTON BEACH, each a Florida municipal corporation located in Palm
Beach County, Florida, hereinafter referred to as the "Parties ".
WITNESSETH:
WHEREAS, each of the parties presently maintains a police /fire department and
local government with radio communications services, and
WHEREAS, the Parties desire to enter into a cooperative arrangement to provide
a communication system with operation and maintenance services benefiting public
safety and local government; and
WHEREAS, the use of a cooperative of the three municipalities to provide radio
communications services expands the geographical use of available frequencies for
mutual aid and day -to -day activities; and
WHEREAS, Section 163.01, Florida Statutes, permits public agencies to enter
into Interlocal Agreements with each other to jointly exercise any power, privilege, or
authority which such agencies share in common and which each might exercise
separately; and
PSCC Interlocal
Revised 11/21/97
1
WHEREAS, Existing radio transmitter sites are located at 2500 NW 1s` Avenue
in Boca Raton, Florida (Lat. 26 -22 -16 N, Long. 80 -05 -08 W) and 551 NW 14 Avenue in
Boynton Beach, Florida (Lat. 25 -32 -28 N, 80 -04 -18 W); and
WHEREAS, pursuant to this interlocal agreement, the municipalities' respective
police and fire departments and local government will be able to communicate with each
other benefiting public safety concerns; and
WHEREAS, it is deemed mutually advantageous to enter into this Agreement for
the express purpose of cooperating in the provision of communicating services without
regard to territorial boundaries, which shall benefit mutually and equally the citizens of
each Party.
NOW THEREFORE, The Parties, in consideration of the mutual promises,
terms, conditions and benefits hereinafter set forth, the receipt of which is hereby
acknowledged, do hereby agree as follows:
Section 1. DEFINITIONS
1. "800 MHz/UHF TRUNKED SIMULCAST RADIO (TSR) System" or
"System" shall mean the entirety of the jointly - shared TSR system, to include Backbone
Items and User Specific Items, as such system will exist following the completion of the
Project.
2. "Backbone System" shall mean those non -user specific elements of the
System which shall be jointly used or shared by the Parties and shall include, but not be
limited to, the construction, modification and/or furnishing of new or existing
transmitter /receiving sites and related subsystems as required for such System; the
construction and/or modification and out - fitting of new or existing equipment storage
PSCC Interlocal
Revised 11/21/97
2
facilities at such sites; security of such items, base stations, transmitters /receivers,
microwave subsystem, trunking/simulcast controllers /system managers, related software
and any other jointly used or shared items.
3. "FCC" shall mean the Federal Communications Commission or any
successor agency. .
4. "Project Coordinator" shall mean the person designated by the
Cooperative Board of Directors to be responsible for the interface between the Parties and
the day -to -day coordination and management of the Project during the planning and
construction phases. The Project Coordinator shall perform the duties assigned under this
and any other Agreement between the Parties relating to the Project or the operation and
maintenance of the System. The Project Coordinator is a position required by the Federal
Communications Commission (FCC). The Project Coordinator shall be appointed from
the Project Team.
5. "Project Team" shall mean the team composed of representatives
designated by each Party to advise the Project Coordinator. The Communications
Directors of each Party must be a part of the Project Team.
6. "User Specific Items" shall mean those elements of the System required
for each Party's individual communications system, purchased, installed and/or used
individually by each Party and shall include, but not be limited to, radios, dispatch
consoles, encryption devices, computer terminals, and other communications structures.
Each Party shall be responsible for developing its own requirements for User Specific
Items and supervising the installation thereof at locations determined by such Party.
PSCC Interlocal
Revised 11/21/97
3
Section 2. THE PSCC AND THE BACKBONE SYSTEM
A. This agreement constitutes an interlocal agreement authorized by Section
163.01, Florida Statutes, being a joint exercise of power shared in common which any
City could exercise separately and shall be filed with the Clerk of the Circuit Court in and
for Palm Beach County, Florida.
13. The purpose of this Agreement is to provide for the establishment and
operation of a cooperative local government and public safety communication radio
system for the mutual advantage of the cities.
C. The term of this Agreement shall be for thirty (30) years from the
execution of this Interlocal Agreement by all Parties hereto, unless sooner terminated as
provided herein.
D1. There is hereby created an administrative agency to be entitled the South
Palm Beach County Public Safety Communications Cooperative, herein after referred to
as "PSCC ". The PSCC shall have the following general powers by the parties:
1. Lease, sublease or be assigned the lease of real property from any
political subdivision of the State of Florida;
2. Receive funds, including but not limited to gifts, grants and bequests,
from any source, public or private, provided that no power to levy taxes or
assessments be inferred herefrom;
3. Improve and maintain any and all real property acquired by lease,
sublease or assignment of a lease;
4. Purchase, lease and install fixtures and moveable property appropriate
to a local government and public safety radio Backbone System;
PSCC Interlocal
Revised 11/21/97
4
5. Enter into contracts; and
6. Exercise any other power that may be necessary for the operation of a
cooperative local government and public safety radio Backbone System or that
may hereafter be agreed to by all Cities if within the common powers of all Cities;
7. Hold titles and licenses for the operation of the radio Backbone System.
D2. The PSCC shall be governed by a board of three (3) people to be known as
the Board of Directors, which shall consist of the City Managers of each City or their
designee. A chairperson shall be selected by and from the Board membership. A
secretary shall be selected by, but not from, the Board membership. The chairperson and
secretary shall serve for a term of one year and may serve successive terms without
limitation. Board members shall serve without compensation from PSCC; however, any
City may reimburse the member representing that City for expenses incurred for
attendance at meetings. Each Board member shall be entitled to one vote. The presence
of a representative of each Party shall be required to constitute a quorum. Action of the
Board shall be by majority vote of the Board. Each City Manager shall select an alternate
member for the Board, who shall serve in the absence of the regular member for whom he
or she is an alternate. The Board shall establish such procedural rules and regulations for
the conduct of its meetings as it may deem necessary, including the recording of minutes.
The Board shall meet at least once a year and at such other times as the Board shall
determine. All decisions of the Board shall be published in a set of minutes, prepared by
a recording secretary selected by the Board. The minutes shall be prepared and
distributed to the City Manager and City Clerk of each of the Parties within fifteen (15)
PSCC Interlocal
Revised 11/21/97
5
days following each meeting of the Board. The minutes shall be ratified by the City
Commission or City Council of each Party.
E. The Board of Directors may assign questions relating to the daily
administration and operation of the function of the communications radio system to a
committee which shall be known as the Administration Committee. The Administration
Committee shall consist of one representative of each Party to be appointed by that
Party's City Manager. It is the intent of this Agreement that such appointments will be
made from Communications Center Managers and/or Directors. An alternate member
shall be selected by each City Manager to serve in the absence of the regular member.
Each member of the Administration Committee shall be entitled to one vote. The
Committee shall meet at such times, as the Committee deems necessary. The
Administration Committee shall attend all meetings of the Board. Members shall serve
without compensation from PSCC; however, any City may reimburse the member
representing the City for expenses incurred for attendance at meetings. All actions of the
Committee shall be subject to the review and approval of the Board of Directors.
F. It is the intent of this Agreement that the PSCC shall be established with
Local Government and Public Safety radio communications as the main function of
operation. However, the Board of Directors may from time to time, subject to the
approval of the governing bodies of all Parties, add additional functions to the system as
it may deem to be in the best interests of the public.
G. The Administration Committee shall prepare the annual operation budget
for submission to the Board of Directors. The Administration Committee shall keep an
PSCC Interlocal
Revised 11/21/97
6
accurate accounting of the financial operation of the PSCC and shall report quarterly to
the Board of Directors on the financial condition of the PSCC.
1,_ The Party, CITY OF DELRAY BEACH's Finance Department shall
act as the lead agency with respect to the administrative work in
preparing the annual budget, setting up and monitoring necessary
banking accounts and/or special revenue funds, and maintaining funds
for disbursement for the PSCC. The CITY OF DELRAY BEACH
Finance Department shall perform this administrative function at no
cost to the PSCC or the other Parties.
2. Each Party /City shall independently provide monies and issue
purchase orders for the purchase of user specific items.
2 Each Party /City shall provide monies to the PSCC for the purchase of
the Backbone System and related equipment.
4 The CITY OF DELRAY BEACH Finance Department shall maintain
all financial records.
H. The annual budget of the PSCC shall be approved by the Board of
Directors and submitted to the City Managers of the Parties no later than May 1st of each
year. Each annual operating budget of the Cooperative shall be approved by resolution of
the independent governing bodies of each Party. Any unbudgeted financial commitments
shall also be approved by resolution of governing bodies of each Party. The first fiscal
year of the PSCC shall begin with the effective date of the Agreement, ending September
30, 1998, and shall thereafter be concurrent with the fiscal years of the Cities. The annual
PSCC Interlocal
Revised 11/21/97
7
budget for the first fiscal year of the PSCC shall be prepared and adopted by the Board of
Directors no later than sixty (60) days following the effective date of this agreement.
I. The Parties hereby warrant and represent that each has the full legal
authority and financial ability to operate and maintain the Backbone Communications
System through the PSCC.
J. Throughout the first year of the installation of the Backbone System, the
Operation and Maintenance costs shall be based upon 100% access fee calculations since
there is no air time as yet. In subsequent years, Operation and Maintenance cost sharing
will be based on an "access fee" plus air time usage. This is a two -part calculation, where
one -half the Operation and Maintenance cost (the cost share) is to be charged equally
among all radio units having access to the system on a per unit basis. Cost share is to be
calculated by halving the operation and maintenance bill and dividing the amount of
subscribing units (radios capable of utilizing the system). The other half shall be paid by
the parties based on the percentage of air time used by each party to this Agreement.
Example: An operation and maintenance bill is received in the amount of
$100,000. City A has 800 radios, City B has 400 radios, and City C has 600 radios on the
system. Accordingly, for this example, there are 1800 radios on the system. Divide
$50,000 by 1800 resulting in each City paying $27.78 per radio. Therefore City A's cost
is $22,224, City B's cost is $11,112 and City C's cost is $16,668. For the time period
over which the example operation and maintenance bill was calculated, there was a total
of 180,000 minutes of air time used. The other half of the operation and maintenance bill
($50,000) is divided by 180,000 minutes, leaving the average air time cost is then $.278
per minute. If City A has used 45% of the total airtime, City A pays 45% of the $50,000
or $.278 multiplied by the number of minutes used. The same applied for City B and
City C. The two numbers derived from the two -part calculation are then added to
determine each City's contribution to the operation and maintenance costs.
K. The Purchasing Departments for the respective Parties to this Agreement
shall work together with the Project Team to draft specifications and "bid documents" for
PSCC Interlocal
Revised 11/21/97
8
the acquisition of the Backbone System and related equipment. The CITY OF BOCA
RATON shall be the lead agency with respect to the purchase of the Backbone System,
and shall disburse the required funds for said purchase. All Parties hereto hereby agree
that the cost of the Backbone System is to be shared as provided herein.
L. During the term of this Interlocal Agreement, and any extension thereof,
the PSCC shall secure and maintain in full force and effect adequate insurance for the
Backbone System and related equipment titled in the PSCC. Adequate insurance shall
mean in an amount sufficient for total replacement of the Backbone System.
M. Parties agree that the 800MHz Radio Communications Backbone System
is specifically designed and licensed for voice transmissions. Written consent of each
Party is required for any data transmission, including but not limited to GPS /AVL,
mobile data, telephone interconnect, over any of the trunked frequencies owned by the
Cooperative.
Section 3. TITLE TO BACKBONE SYSTEM
The PSCC shall hold title to the Backbone System. Proprietary software required
for the operation of the Backbone System shall be licensed to the PSCC in a manner
which will permit its independent use by each Party, and include appropriate warranties
running directly to the PSCC.
Section 4. TORT LIABILITY
To the extent permitted by law, each Party, the CITY OF BOCA RATON, the
CITY OF DELRAY BEACH, and the CITY OF BOYNTON BEACH shall each be
responsible for its own negligence. Nothing herein shall be deemed to waive any
immunities granted pursuant to Section 768.28, Florida Statutes.
PSCC Interlocal
Revised 11/21/97
9
Section 5. WITHDRAWAL FROM 800 MHz/UHF TSR SYSTEM
After the contract(s), pursuant to the provisions of Section 1.C. above has
been executed, and installation of the Project has commenced pursuant to such
contract(s), any Party may, upon three (3) years prior written notice, as described below,
withdraw from the System and terminate their interest in this agreement.
A. There shall be no refund of any payments under this Agreement of the
costs of the shared Backbone System to a Party should that Party decide to cease using
the Backbone System.
B. If this Interlocal Agreement is terminated by any party, then that party may
remove all User Specific Items purchased solely by it for attachment or addition to the
system, or sell such User Specific Items to the remaining parties at a price to be
negotiated at that time. If such User Specific Items are removed, all removal expenses
shall be the responsibility of the removing Party.
C. If any Party sells its User Specific Items to an agency that is not a party to
this Interlocal Agreement, that agency shall not become a party by virtue of the purchase
of the equipment.
D. No Party shall remove or disconnect any User Specific Items from the
system that would result or cause the system to malfunction or disrupt service to the
system users.
E. Promptly following notice by a Party that it will withdraw from system,
each Party shall take the necessary steps to modify radio channel licenses from the FCC
according to its own needs. The disposition of any expansion channels which may be
added to the system and titled in the name of the PSCC upon the withdrawal of a Party
PSCC Interlocal
Revised 11/21/97
10
shall be determined by the PSCC. During the three -year period after notice is given by at
least one Party, all Parties agree to coordinate the withdrawal in a manner reasonable to
all Parties.
F. Upon completion of items (D) and (E) above, the PSCC shall be
reorganized and this Agreement shall be amended. Nothing contained herein shall
constitute a waiver of the right of any Party to damages occasioned by any breach of this
Agreement by the other Party.
G. Should any Party elect to withdraw from this Agreement, the other Parties
shall make arrangements to relocate all PSCC equipment situated in the city limits of the
withdrawing Party.
H. Should one Party wish to withdraw from the Cooperative and terminate its
interest in the Interlocal Agreement or should the Cooperative be dissolved, refiling with
the Federal Communications Commission (FCC) for the return of the frequencies titled in
the name of each party at the time immediately preceding the creation of the Cooperative
shall not be prohibited.
Section 6. ADDITIONAL AGREEMENTS, AMENDMENT
After the Project is completed and the System is operational, no additional parties,
cooperative agencies, or additional expansion of the Backbone System may be added or
deleted from such System without the written approval of the Parties and an amendment
to this Agreement adding such additional party, agency, or additional expansion to the
Backbone System. Upon written consent of the Board of Directors, individual parties
may subcontract services to include talk groups to other government or regulatory
agencies. These services shall not exceed their respective allocation.
PSCC Interlocal
Revised 11/21/97
11
•
Section 7. OPERATION AND MAINTENANCE
The Parties recognize that this Agreement provides for the planning, acquisition
and construction of the Project. The initial cost of the Radio Backbone System shall be
shared equally among the Parties to the agreement. Unless the Parties provide to the
contrary in the subsequent amendment to this Agreement, each Party shall be responsible
or (i) 100% of the cost of operating and maintaining its User Specific Items included in
the System. and (ii) Each Party is responsible for its pro rata portion of the cost of
operating and maintaining the Backbone System. Operation and maintenance cost shall
be determined as set forth in Paragraph 2.J. of this Interlocal Agreement. After
appropriation and budgeting of funds by the Parties, payment to the PSCC for the cost of
operating and maintaining the Backbone System shall be made in equal quarterly
installments. The budget distributed to the City Managers of the Parties shall be based
..,l
upon the good faith, written calculations made by the Project Coordinator, inleuding
consideration of the anticipated air time usage of the System by the Parties and any other
authorized users prior to the beginning of each fiscal year. Each user's share of such cost
shall be adjusted at the end of such fiscal year based upon the written calculation of the
actual cost of operating and maintaining the Backbone System and the cost - sharing
formula set forth in Paragraph 2.J. of this Interlocal Agreement. The Parties shall have a
right to examine the records used by the Project Coordinator in making the calculations
upon which payment by the Parties to the PSCC for maintenance and operating expense
of the Backbone System will be based. The PSCC shall insure funds collected are
disbursed to the maintenance vendor. The budget referenced to in Section 1.H shall be
based on good faith estimates of the Project Coordinator.
PSCC Interlocal
Revised 11/21/97
12
Section 8. AMENDMENT TO AGREEMENT
This Agreement shall not be amended or modified except in writing executed by
the Parties, and approved by resolution of the independent governing body of each Party.
Section 9. MISCELLANEOUS PROVISIONS
1. Each person signing this Addendum on behalf of either party individually
warrants that he or she has full legal power to execute this Addendum on behalf of the
party for whom he or she is signing, and to bind and obligate such party with respect to
all provisions contained in this Addendum.
2. The captions and section designations herein set forth are for convenience
only and shall have no substantive meaning.
3. Any notice govern pursuant to the terms of this Interlocal Agreement shall
be in writing and hand - delivered or sent by certified mail, return receipt requested.
Notice shall be sent to each City Manager of the Parties.
3. If any terms or provision of this Interlocal Agreement, or the application
thereof to any person or circumstance, shall to any extent be held invalid or
unenforceable, the remainder of this Interlocal Agreement, or the application of such term
or provision, to any person or circumstance other than those as to which it is held invalid
or unenforceable, shall not be affected, and every other term and provision of this
Interlocal Agreement shall be deemed valid and enforceable to the extent permitted by
law.
4. This Agreement shall be governed by the laws of the State of Florida.
Any and all legal action necessary to enforce this Interlocal agreement shall be held in
Palm Beach County, Florida.
PSCC Interlocal
Revised 11/21/97
13
5. This Interlocal Agreement represents the entire understanding of the
Parties, and supersedes all other negotiations, representations or agreements, either
written or oral, relating to this Interlocal Agreement. None of the provisions, terms and
conditions contained herein may be added to, modified, superseded or otherwise altered,
except by written instrument executed by the Parties hereto.
6. All provisions of this Agreement calling for the expenditure of ad valorem
tax money by any Party is subject to annual budgetary funding, and should any Party
involuntarily fail to fund any of their respective obligations pursuant to this Agreement,
this Agreement may be terminated as to that party.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF BOCA RATON /
��_ L r4# / /4' 9?
Carol G. Hanson Date
Mayor of Boca Raton, Florida
Attest:
7
s /
City Clerk, City of Bo Raton
Approved as to Form and Legality
ity Attorney
Boca Raton, Florida
CITY OF BOYNTON BEACH
/c25-_7(c___
G rald "Je '; ayl Date
Mayor of Balynto each, orida
r
PSCC Interlocal
Revised 11/21/97
14
Attest:
• . , `.. _Ii Alk •
City/ lerk, City of Boynton Beach
Approved as to F o d Le ity
2 / IL'/ ', IUU --f ',
City Attorney
Boynton Beach, Florida
CITY OF DELRAY BEACH
,„/_.-1 _‘7(;,-!. /4 /9
Jay Alpenri, D.D.B z Date
Mayor of Delray Beacif, Florida
Attest:
1,2
A21, City Clerk, City of Delray Beach
Approved as to Form and Legality
— so -----__ .
i(i Attorney
Delray Beach, Flonda
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoin instrument was acknowledged before me this /4 day of
6(44 ,, 199E by Mayor ea aL G . I094/brOA✓ , on
behalf of the City of Boca Raton. He she is personally known to n"i"Dor has produced
as identification and did/did not take an oath.
Name: Gzt J. ,C
Notary blic
Serial Number: ; '''� , i'' ,
My Commission Expire �
niRu TROY FAIN , INC.
PSCC Interlocal
Revised 11/21/97
15
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 25 day of
arl ua r y , 1997, by Mayor ) 11 re cry " 1ct, yi r , on
behalf of the City of Boynton Beach. He /;his personally known to me seal._
of iee and 'did not take an oath.
Name: / . _
Notary Public
Serial Number:
My Commission Expires: i
r ;:•- Eve Eubanks
Notary Public, State of Florida <
d ; ./ Commission No. CC627446 <
'' My Commission Exp. 04/05/2001
STATE OF FLORIDA , ,.,,ler,yeetei«reeeeeae/eme Pe leltere'- '
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this a day of
FEAROARy , 1996, by Mayor TA A 1. Pf,R/N , on
behalf of the City of Delray Beach. He /she is personally known to me or has produced
as identific ion and did/did not take an oath.
2 C,y
Name: l 114 11/1611
Notary blic
Serial Number: { OFFICI 'XL NOTARY SEAL -
SU5AN L MALONEY
My Commission Expires: a �, T v .' ,)1 IC STATE OF FLORIDA
NO CC1137' )
� i�r' (� _ .
s•ca\agmts \communications cooperative mterlocal
PSCC Interlocal
Revised 11/21/97
16
COMMUNICATIONS DIVISION MEMORANDUM NUMBER 98-4
To: Sue Kruse, City Clerk
From: Hugh McCaffrey, Communications Manager 4
Re: Executed Interlocal Agreement —
South Palm Beach County Public Safety Communications
Cooperative
Date: February 3, 1998
Attached for filing is an original, fully executed copy of the Interlocal Agreement
establishing the South Palm Beach County Public Safety Communications
Cooperative. This agreement was authorized by Commission action (Resolution
No. R97 -189). It has now been passed by each City party to it and signed by an
authorized representative from each City.
Attachment
cc: Wilfred Hawkins, Asst. to the City Manager
City Attorney
Chief of Police
Fire Chief
G \WORDUOINT\EXECUTED INTERLOCAL
MEMORANDUM
TO: DIANE REESE, FINANCE DIRECTOR
FROM: SUE KRUSE, CITY CLERK
DATE: FEBRUARY 5, 1998
RE: SIGNED CONTRACT FROM RESOLUTION #R97 -189
Attached please find the above mentioned fully executed copy of the Interlocal
Agreement made with South Palm Beach County Public Safety Communications
Cooperative. The original is being givewas given to Central Files.
C: Ernst & Young
Central Files
\\ ch \mam\shrdata \cc \wp\memos\reese. doc