HomeMy WebLinkAbout20010462.tiff RESOLUTION
RE: APPROVE MEMORANDUM OF UNDERSTANDING FOR ENGINEERING AND
RESEARCH SERVICES AND AUTHORIZE CHAIR TO SIGN -WIRELESS ADVANCED
COMMUNICATIONS, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Memorandum of Understanding for
Engineering and Research Services between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Weld County
Regional Communications Department, and Wireless Advanced Communications, Inc., with
terms and conditions being as stated in said memorandum of understanding, and
WHEREAS, after review, the Board deems it advisable to approve said Memorandum of
Understanding, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Memorandum of Understanding for Engineering and Research
Services between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Regional Communications
Department, and Wireless Advanced Communications, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said Memorandum of Understanding.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 14th day of February, A.D., 2001.
BOARD OF COUNTY COMMISSIONERS
WELD C TY, COLORADO
ATTEST: 149411041
D -
M. J. Geile, Chair
Weld County Clerk to the Board
EXCUSED
// a ,/J/ ,c,L Glenn�r Vaad, Pro-Tem
Dt puty Clerk to the Board L(��/ l _'�
W H. Jerke�
- • DA FOr�
David E. Long
oun Att.rney
Robert D. Masden
2001-0462
pc : e n'i CM0013
MEMORANDUM OF UNDERSTANDING BETWEEN WIRELESS ADVANCED
COMMUNICATIONS INC. AND WELD COUNTY, COLORADO
This Memorandum of Understanding ("MOU") is entered into between Wireless Advanced
Communications, Inc. ("Wireless Advanced Communications") and the Board of County
Commissioners for the County of Weld, State of Colorado.
1. Wireless Advanced Communications agrees to provide up to ninety (90) days of
engineering and research services to evaluate the immediate and long-term wireless
communications needs of Weld County Communications and the public entities within
Weld County which access the 911 Communications system. The work to be performed
by Wireless Advanced Communications is more particularly set forth in the Scope of
Work, attached to and incorporated into this MOU ("Scope of Work"), and will be
completed no later than 90 days following the date the parties sign the MOU.
2. Wireless Advanced Communications will provide Weld County with periodic progress
reports throughout the process.
3. Weld County agrees to provide to Wireless Advanced Communications reasonable,
timely, and complete access to Weld County communications equipment, if required.
Weld County also acknowledges the importance of the participation in the interview
process and reasonable, timely, and complete access to the communications equipment of
the various Weld County Public Safety entities which access the 911 system. Weld
County will provide support for such participation, if necessary.
4. The parties agree that Wireless Advanced Communications will be paid twelve thousand
dollars ($12,000) within 30 days after timely completion of the services set forth in the
Scope of Work. Wireless Advanced Communications shall compile a final report to
summarize and complete the services set forth in the Scope of Work. Upon delivery of
the final report to Weld County, Wireless Advanced Communications will invoice Weld
County for the $12,000, payable within 30 days.
5. Services requested by Weld County that are not included in the Scope of Work shall be
considered additional services subject to additional charges. Such additional charges, at
Wireless Advanced Communications then current hourly rates, will be pre-approved by
Weld County and invoiced upon completion of the agreed-upon additional services.
6. During the term of this MOU, Wireless Advanced Communications will indemnify and
hold Weld County harmless from all liabilities,judgments, costs, damages, and expenses
incurred by Weld County on account of damage to the property of Weld County or the
property of, injury to, or death of any person, when such damage or injury is caused by
Wireless Advanced Communications sole negligence or that of its employees,
subcontractors, or agents while on the premises of Weld County during the performance
of services.
2001-0462
7. The parties recognize that during the performance of this MOU, both parties may have
access to confidential or proprietary information (Confidential Information) belonging to
the other party and each desires that any such Confidential Information remain
confidential. Confidential Information shall be defined as written information received
from the other party which is marked or identified as confidential or oral or visual
information identified as confidential at the time of its presentation. The parties agree
that Confidential Information is and shall remain the property of the disclosing party.
The receiving party agrees to inform its employees who handle the disclosing party's
Confidential Information that it is confidential and not to be transmitted or disclosed to
third parties. The foregoing will not prevent either party from disclosing Confidential
Information which was previously known by the receiving party free from any obligation
to keep it confidential or becomes publicly available by other than unauthorized
disclosure by the receiving party.
8. Wireless Advanced Communication's total liability arising from the transaction
contemplated by this Agreement, whether for breach of contract, non-performance,
negligence, strict liability in tort, indemnification, or otherwise, shall not exceed the total
price paid by Weld County for the Services performed by Wireless Advanced
Communications under this Agreement. In no event will Wireless Advanced
Communications be liable for any loss of use, loss of time, inconvenience, commercial
loss, loss of profits or savings, or other incidental or consequential damages in any way
related to or arising from this agreement or the performance of Services by Wireless
Advanced Communications hereunder.
9. This MOU, including the Scope of Work constitute the entire understanding between the
parties concerning the subject matter hereof and supersede all prior discussions,
agreements, and representations, whether oral or written and whether or not executed by
Wireless Advanced Communications and Weld County. No modification, amendment, or
other change may be made to this MOU or any part thereof unless reduced to writing and
executed by authorized representatives of both parties.
10. The parties to this MOU intend that the relationship between them contemplated by this
MOU is that of independent entities working in mutual cooperation. No employee, agent.
or servant of one party shall be or shall be deemed to be an employee, agent, or servant of
another party to this MOU.
11. Notwithstanding any provision in this MOU to the contrary, nothing in this MOU is
intended as a waiver by Weld County of governmental immunity rights pursuant to state
or federal law.
12. It is expressly understood and agreed that enforcement of the terms and conditions of this
MOU, and all rights of action relating to such enforcement, shall be strictly reserved to
the undersigned parties, and nothing contained in this MOU shall give or allow any claim
or right of action whatsoever by any other person not included in this MOU. It is the
express intention of the undersigned parties that any entity, other than the undersigned
parties, receiving services or benefits under this MOU, shall be deemed an incidental
beneficiary only.
In witness whereof, each of the parties hereto have caused this MOU to be executed by
their respective duly authorized representative as of this 14th day of February
2001.
Wireless Advanced Communications, Inc.
By: cS2
Name: /6
Title: Vice Pr'estLvl
Board of Conn ommissioners for the
County of W ,State of Colorado Attest:
Clerk to the Board
By:
.J. Geile, Chair (02/14/2001) By:
Weld County Commissioners Deputy
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