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INTERLOCAL AGREEMENT FOR THE CREATION OF THE PINELLAS REGIONAL INFORMATION MANAGEMENT ENTERPRISE AND BYLAWS INTERLOCAL AGREEMENT FOR THE CREATION OF THE PINELLAS REGIONAL INFORMATION MANAGEMENT ENTERPRISE (PRIME) This Interlocal Agreement ("Agreement") is made and entered into this 10th day of June, 2022,by and between the City of Clearwater, City of Largo, City of Pinellas Park, City of St. Petersburg, City of Tarpon Springs, Pinellas County, and Pinellas County Sheriff (Sheriff), hereinafter collectively referred to as "Parties." Recitals WHEREAS, section 163.01,Florida Statutes,permits political subdivisions, agencies,or officers of the State, including, but not limited to counties, cities, school districts, single and multipurpose special districts, single and multipurpose public authorities, metropolitan or consolidated governments, separate legal entities or administrative entities created under Section 163.01(7), Florida Statutes, or independently elected county officers (collectively, "Public Agencies"), to enter into an interlocal agreement to jointly exercise any power,privilege, or authority which such Public Agencies share in common and which each might exercise separately,permitting the Public Agencies to make the most efficient use of their powers by enabling them to cooperate on a basis of mutual advantage and thereby provide for the sharing of their powers in a manner and pursuant to forms of governmental organization that are in the best interests of the Public Agencies; and WHEREAS,each of the Parties are Public Agencies authorized to provide law enforcement dispatch emergency response services within its respective jurisdiction; and WHEREAS,Pinellas County operates Pinellas County's Primary 911 Public Safety Answering Point (hereafter, "PRIMARY PSAP"); and WHEREAS, Pinellas County is responsible for all 911 call-taking and dispatch for all Pinellas County fire departments and emergency medical service (EMS) first responders throughout Pinellas County, Florida,from the PRIMARY PSAP; and WHEREAS, the Sheriff provides primary law enforcement dispatch service for unincorporated Pinellas County and nineteen of Pinellas County's twenty-four cities; and WHEREAS,the City of St.Petersburg,City of Clearwater, City of Largo, City of Pinellas Park,and City of Tarpon Springs provide the primary law enforcement dispatch service for their respective jurisdictions, and each operates a Secondary PSAP; and WHEREAS, the Parties recognize and acknowledge that immediate response of first responders is 1 an essential component of effective public safety and that seconds matter in response to a call for help involving an active and imminent threat to life or great bodily harm; and WHEREAS,the Parties further recognize the benefits of a shared common computer-aided dispatch system, including increasing efficiency in workflow, reducing repetition of data entry, and saving time in an emergency situation,which could save lives; and WHEREAS, the Parties further recognize the benefits of shared data through a common records management system, including increasing the efficiency of solving crimes, identifying trends in criminal activity, and forecasting workforce staffing levels for law enforcement; and WHEREAS,in the exercise of its statutory duties, Pinellas County desires to implement a new computer-aided dispatch system to ensure the dispatch of an appropriate emergency response to telephone calls placed to 911; and WHEREAS,many of the computer-aided dispatch and record management systems currently in use throughout Pinellas County have reached or are rapidly approaching the end of their useful life; and WHEREAS, the replacement of the existing independent computer-aided dispatch and records management systems with advanced technology adhering to national data standards is a crucial priority of the Parties; and WHEREAS, the Parties entered into a Memorandum of Understanding which establishes a temporary advisory body, Pinellas Regional Information Management Enterprise (PRIME) to assist in evaluating and making recommendations as to the selection of a vendor pursuant to that certain Request for Proposals No. 421-02 issued by the Sheriff on May 28, 2021 (the "RFP") the scope of which provides for a shared computer-aided dispatch and records management system to the Parties and Participants; and WHEREAS, the Parties now desire to more permanently establish and maintain PRIME, as a separate legal entity and public body corporate politic pursuant to section 163.01(7), Florida Statutes, with the goal of integrating the various information systems used by emergency response agencies throughout Pinellas County, Florida through advanced integrated technology and standardized reporting methods; and WHEREAS, establishing and maintaining PRIME is in the best interest of the Parties and Participants, their officials, officers, and citizens in that PRIME will (a) offer integrated and standardize response mechanism to meet emergency response needs, (b) create greater purchasing powers through economies of scale, (c) lower the costs associated with the investment and reinvestment into individualized system; and (d) provide assistance on emergency response alternatives and other issues of concern to the Parties; and WHEREAS, the joint exercise of the power to integrate the various existing information systems will be benefited and made more efficient if(a) all computer-aided dispatch systems and records management systems were administered by the same body, and (b) the record-keeping and other administrative functions to be performed by PRIME; and WHEREAS, each of the Parties has duly taken all official action necessary and appropriate to 2 become a party to this Agreement and perform hereunder, including, the passing of any ordinances,resolutions, or taking of other actions required under its respective charter, and other applicable laws and regulations; and WHEREAS, by this Interlocal Agreement, the Parties define the powers of PRIME to include the performance of the duties set forth in this Agreement; and NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows: Article L General Provisions Section 1.01 Recitals Incorporated. The recitals set forth above are agreed upon as true, correct, and intended to be incorporated and made a part of this Agreement as if fully contained herein. Section 1.02 Purpose. In addition to the public purposes stated in the incorporated recitals, the Parties have entered this Agreement to implement,operate,and maintain the new unified Computer- Aided Dispatch and Records Management System as procured and provided through the Vendor throughout the entire geographic area of Pinellas County, Florida(the "System"), to provide for the long-term operation and maintenance of the System. Section 1.03 Scope. The Parties intend that this Agreement shall in all respects govern and provide for the powers, duties, and responsibilities of PRIME as a separately created entity governing the implementation, operation,maintenance, and upgrade of the System. Section 1.04 Definitions. As used in this Agreement, (a) "Board" means the governing body of PRIME by a Board of Directors as defined in Article V of this Agreement. (b) "Executive Director" is the individual responsible for the oversight of PRIME and managing staff assigned to PRIME as defined in Article VI. (c) "FIBRS" means Florida Incident-Based Reporting System, an incident-based reporting system used by law enforcement agencies throughout Florida for collecting and reporting data on crimes. Local agencies generate FIBRS data from their records management systems. (d) "NIBRS" means National Incident-Based Reporting System, an incident-based reporting system used by law enforcement agencies in the United States for collecting and reporting data on crimes. Local, state, and federal agencies generate NIBRS data from their records management systems. (e) "NFIRS"means National Fire Incident Reporting System,an incident-based reporting system used by fire departments in the United States for collecting and reporting data on fire, emergency medical services, and severe weather or natural disasters.Local, state, and federal agencies generate NFIRS data from their records. (f) "NEMSIS" means National Emergency Medical Services Information System, an incident- based reporting system used by Emergency Medical Services agencies in the United States and territories for collecting and reporting data for patient care information resulting from an 3 emergency 911 call. (g) "Participant" means any Party or other duly authorized entity separately contracting to participate in the System in accordance with the provisions of this Agreement. (h) "Party/Parties" means the City of Clearwater, City of Largo, City of Pinellas Park,City of St. Petersburg, City of Tarpon Springs, Pinellas County Safety and Emergency Services (SES), and Pinellas County Sheriff collectively. (i) "PRIME" means the Pinellas Regional Information Management Enterprise entity formed and established by this Agreement. (j) "Sheriff' means the Pinellas County Sheriffs Office. (k) "System" means the unified computer-aided dispatch and joint records management system provided by the Vendor pursuant to the contract awarded by the Sheriff pursuant to the RFP. (1) "User" means an employee or other authorized agent of a Participant to whom secure and unique credentials are assigned for access to the System on a Participant's behalf. (m) "Vendor" means Intergraph Corporation by and through its Hexagon Safety, Infrastructure & Geospatial division,the entity awarded the contract through the RFP,or its proper successor or assignee. Article IL Establishment of PRIME Section 2.01 Establishment. The Parties hereby jointly establish PRIME as a separate administrative legal entity and public body corporate politic with the specific common power of emergency dispatch and response as specifically authorized in section 163.01, Florida Statutes, and herein. Specifically, PRIME shall have the following powers solely to carry out the purposes of this Agreement and is authorized in its own name under section 163.01, Florida Statutes to: make and enter into contracts; to employ employees;to acquire,manage,maintain,or operate buildings;and to incur debts,liabilities, or obligations which do not constitute the debts, liabilities, or obligations of any of the Parties and which does not constitute borrowing money or issuing bonds. PRIME shall not have the power to levy or collect taxes, nor does this Agreement delegate any police or other governmental regulatory power. Section 2.02 Board of Directors. PRIME will be governed by the Board as described in Article V. Section 2.03 Administration. PRIME will administer the System on behalf of the Participants pursuant to the terms, conditions,powers, authorities, and limitations set forth in this Agreement. Section 2.04 Staffing. PRIME staff will oversee the implementation of the System and maintain its associated database. Section 2.05 Project Management. PRIME will provide project management services for the implementation and maintenance of the System and the Parties. Section 2.06 Deliverables. PRIME will ensure that the Vendor performs its responsibilities under the Vendor contract. 4 Section 2.07 System Configuration. PRIME will configure the System as one unified, countywide application adhering to NIBRS,NFIRS and FIBRS standards. The System map will be configured as one unified, map throughout all of Pinellas County, Florida to allow seamless reporting and analytics. Although the generally applicable configurations will be set by PRIME, each individual Party may nevertheless undertake such unique configurations as are available and desirable to that Parry and that do not disrupt the purpose, function,or performance of the county- wide system as determined by the Board. Section 2.08 Parry Rights. Each Parry will retain the following rights and privileges: a. Data entered into the System by each Parry may only be merged,modified,deleted,or edited through a process approved by that Party. b. Each Party retains the right to add or remove User(s)and define User authority levels within their respective organization. c. PRIME will manage global custom form fields as outlined in its bylaws. Additionally, PRIME will support adding local custom fields for each Party and make every reasonable effort to satisfy a Parry request for a custom field within three (3)business days. Each Parry retains the right to add custom fields to its respective local layouts and forms. d. No Party will be required to"go-live"with its respective local layouts and forms on the System until the Parry approves of the individual Parry layout, and to the extent the System allows, the configuration options available to the Parry. e. Each Party retains the right to extract its data from the System's data warehouse. This includes the use of third-party applications purchased or developed by the Party as long as the data extraction does not negatively impact performance or other Parties. The Parties understand that the vendor has certain monthly data egress limits and that parties may incur a fee if data extract amounts are above the Parry's share of the total monthly egress limits as determined by the Board. Article III. Responsibilities of the Parties Section 3.01 Procurement. The Sheriff has awarded the contract for the acquisition of the System to the Vendor. Pinellas County, subject to the limitations contained herein, will pay from its funds, the costs of System licensing and implementation for the first two (2) years of System operation. Following the initial two (2) years of this Agreement, the cost of System operation will be allocated in accordance with Article VII. Section 3.02 Staff. The Parties may be called upon to assign experienced personnel from their respective agencies to assist the Executive Director in maintaining and managing the System, including its operating system, system software, database management software, and other necessary hardware and software components to operate and manage the System. Personnel may be assigned full-time or part-time. The Parry assigning a staff member will remain responsible for establishing the salary and benefits, including any applicable overtime and workers compensation and making all 5 payments due to any person assigned to PRIME as staff until the term of this Agreement expires or the person is removed from the PRIME staff assignment. Since continuity is required, a Parry will not remove their assigned staff members during the term of this Agreement absent good cause, which is solely determined by the assigning Parry's own policies and procedures. Any Party removing a staff member from PRIME shall notify the Executive Director as soon as possible who will immediately request a replacement the staff member from the same Party. If a replacement staff member is not provided within ten business days by the removing Party, a replacement staff member may be requested by the Executive Director from another Party. Section 3.03 PRIME Operation Fund. The Sheriff will establish an internal intergovernmental fund for the benefit of PRIME operations, which shall be known as the PRIME Operation Fund. The Board is authorized to make and approve expenditures from the PRIME Operation Fund consistent with this Agreement. All funds held in the PRIME Operation Fund shall be invested in an interest-bearing account consistent with all respective investment policies adopted by the Parties pursuant to chapter 218, Florida Statutes, and the title to such interest shall vest in the PRIME Operation Fund for the purposes of authorizing expenditures from the PRIME Operation Fund consistent with this Agreement. The funds therein shall not be co-mingled with any other funds. Section 3.04 System Oversight. The Board shall oversee the System as described in Article V. Section 3.05 Auditing. Consistent with section 163.01(5)(q), Florida Statutes, the Sheriff will require an independent, external auditor or the Inspector General to audit all receipts and disbursements from the PRIME Operation Fund annually for compliance with this Agreement and generally accepted accounting principles (GAAP), and will report thereon to the Board and the Parties. Any Parry may inspect the books and records of the PRIME Operation Fund at any time. Section 3.06 Additional Administrative Responsibilities. The Parties shall provide PRIME with reasonable assistance in performing its duties under this Agreement. Such assistance shall include administrative, clerical and compliance-related functions,including those required by the Florida Sunshine Act. Participant staff shall assist PRIME in the preparation of its annual budget and quarterly or other financial reports. Section 3.07 Deposit of Funds. The Sheriff will deposit all money collected from Parties and Participants for the operation of the System into the PRIME Operation Fund. Section 3.08 Participant Responsibilities. The Parties shall further have all responsibilities of Participants as set forth in Article IV of this Agreement. Article IV. Responsibilities of Participants Section 4.01 Payment. Participants will, subject to appropriation, make annual payments to the Sheriff f/b/o the PRIME Operation Fund to be expended for the purposes set forth in this Agreement in accordance with the cost allocations of Article VII and in accordance with the schedule in Section 7.04. Section 4.02 Operation. Participants will ensure that their personnel utilize the System according to 6 FDLE CJIS policies, this Agreement,NENA NG9-1-1 Geographic Information Systems Data Model Standards where applicable,and the policies and procedures that PRIME may,from time to time,adopt and amend, including those that require the standardization of data and data entry procedures. Section 4.03 Network Connectivity. Participants will, at their own expense, provide network connectivity to the System that must conform to the minimum specifications adopted by PRIME, which may from time to time be amended based on the operating needs of the System. Section 4.04 Hardware. Participants shall, at their own expense, procure and maintain such hardware as may be necessary for use of the System by personnel and that must conform to minimum specifications adopted by PRIME,which may from time to time be amended based on the operating needs of the System. Section 4.05 Data Ownership. Participants will retain ownership of all electronic data they provide to the System. Section 4.06 Non-parry Participants. All Participants which are not otherwise a Party to this Agreement shall be required by separate contract to comply with all terms and conditions of a Participant under this Agreement. Article V. PRIME BOARD Section 5.01 Composition. PRIME shall be governed by,and all its powers,authorities,privileges, rights,protections and immunities exercised and protected by a board of directors. The Board shall consist of members appointed as follows: (a) A designee appointed by the Pinellas Police Standards Council; (b) City of Clearwater Chief of Police, or their designee; (c) City of Largo Chief of Police, or their designee; (d) City of Pinellas Park Chief of Police, or their designee; (e) A designee appointed by the Pinellas Fire Chiefs Association; (f) City of St.Petersburg Chief of Police, or their designee; (g) City of Tarpon Springs Chief of Police, or their designee; (h) Director of Pinellas County Safety and Emergency Services, or their designee; and (i) Sheriff, or their designee. Board members shall receive no compensation for their services,but shall be entitled to receive their necessary expenses incurred in the performance of their official duties as set forth in the PRIME Bylaws. Section 5.02 Powers and Duties. The Board shall, subject to applicable law and the terms of this Agreement,have full and complete power to take all actions,do all things,and execute all instruments as it deems necessary or desirable in order to carry out,promote, or advance the objectives,interests, and purposes of PRIME. The Board shall use ordinary care and reasonable diligence in the 7 administration of PRIME. Nothing contained in this Agreement, either expressly or by implication, shall be deemed to impose any duties or responsibilities on the Board other than those expressly set forth in this Agreement. Any determination as to what is in the best interest of PRIME made by the Board in good faith will be conclusive establishment of the proper public interest. Specifically, the Board will: (a) Elect a Board Chair and Vice-Chair; (b) Adopt Bylaws which shall provide for the governance and on-going administration and operation of the Board and its functions related to the System but which shall not provide for additional powers or authorities outside of that established and delegated by this Agreement; (c) Establish a process for each Parry to have licensed access for the users in each Parry. It is understood the number of Users of each Parry may change during a calendar year. No process will restrict the ability of each Parry to add licenses for a fraction of a calendar year at the prorated User cost established by the Board; (d) Determine the budget for the annual operation of the System subject to annual acceptance and approval by the Parties; (e) Develop policies and procedures in accordance with Florida's public records laws governing the documentation, retention, ownership, and management of electronic data storage; and (f) Perform any other administrative tasks necessary and proper to carry out the purposes of this Agreement and the goals of standardization and interoperability not otherwise provided for herein. Section 5.03 Finance and Procurement Policies. (a) Authorization. The Board has the exclusive authority to authorize PRIME Operation Fund expenditures. The Board further has the authority to apply for and receive gifts, grants, assistance funds, or bequests which align with the purposes of and which would not create any conflict or issue with the powers delegated under this Agreement, and for which the Board has formally adopted a plan for assuring compliance with any and all terms, conditions,restrictions, or limitations placed on the gift, grant, assistance fund, or bequest. All such funds received shall be deposited into the PRIME Operation Fund unless otherwise restricted. (b) Expenditures from the PRIME Operation Fund. The Board will use monies in the PRIME Operation Fund for the purposes of: (i) Paying the ongoing periodic costs associated with maintaining the System; (ii) Paying the costs of system upgrades or enhancements when such funds have been approved and transferred from the respective Participants; and (iii) Any other purpose the Board may expressly authorize, provided that funds shall only be authorized for costs associated with the System. Section 5.04 Meetings of the Board. All meetings of the Board shall be conducted in accordance with Florida's Sunshine Laws. No Board member shall vote upon any measure which would inure to his or her special private gain or loss(as defined in Section 112.3143(1)(d), 8 Florida Statutes); which he or she knows would inure to the special private gain or loss of any principal by whom he or she is retained or to the parent organization or subsidiary of a corporate principal by which he or she is retained, other than an agency(as such term is defined in Section 112.312(2), Florida Statutes); or which he or she knows would inure to the special private gain or loss of a relative or business associate of the Board member. Section 5.05 Fiscal Year. The Board will operate on a fiscal year of October 1 to September 30. Article VL Executive Director Section 6.01 Appointment. The Board is authorized to appoint and remove an Executive Director, who will serve the Board and report to the Board Chair. Article VII. Finance Section 7.01 Initial Cost Allocations. Pinellas County agrees to pay a not to exceed amount of nine million three hundred thousand dollars ($9,300,000.00), excluding pro rata costs, from its available funds for the initial costs of the System for the first two (2) years of this Agreement on a schedule as defined in the contract with Vendor, which is attached hereto and incorporated herein as Exhibit A. All parties, other than Pinellas County, agree to pay any remaining balance for the initial costs of the System for the first two (2) years of this Agreement, excluding pro rata costs, as set forth in the preliminary estimate of the initial cost as shown in Exhibit B. The total initial cost of the System, not including reoccurring maintenance, shall not exceed fifteen million dollars ($15,000,000.00). Following the first two (2) years, all costs will be allocated in accordance with Section 7.03. Pro rata costs distributions are further set forth below. Preliminary estimates of the initial pro-rata cost allocations are attached as Exhibit B. Not later than 14-days after contract signing with Vendor, the Board shall provide each Party and Participant with an estimated total initial cost for the first year of the System and the cost attributable to each Party and Participant. The initial cost estimate will include the total costs of the System acquisition, maintenance, operation and the total number of user licenses System- wide. As set forth in section 3.02 and 3.06, Parties assigning a staff member to PRIME will be subject to approval by the Board. Once approved, the respective party will receive a credit to their attributable costs for an amount equal to the hourly rate of such staff member based on reimbursement rates established by the Board. If a Party removes a staff member, any credit applied to the Parry's attributable cost will be adjusted based on the length of service in the billing cycle and the Parry's attributable cost will be adjusted. Section 7.02 Costs Attributable to System and PRIME. All costs will be allocated at the beginning of each year. No refunds will be issued if a Participant chooses to terminate its participation during a term of this Agreement. The following costs are deemed attributable to the System and PRIME, and shall be paid from the PRIME Operation Fund: 9 (a) The total cost of annual System licensing and maintenance paid to the Vendor; (b) The full salary and benefits approved by the Board of the Executive Director and personnel devoting 100% of their duties to the maintenance or operating of the System; (c) Ongoing maintenance costs of System and PRIME equipment; (d) Other costs related to System or PRIME when expressly determined and authorized by the Board including commodities, hardware, professional services, and capital. Section 7.03 System Cost Allocation Formula. The Board shall allocate the cost of System and PRIME among Participants based on the number of users of each participant. Costs that are attributable to law enforcement only will use a formula based on the number of users from law enforcement entities. Costs that are attributable to Pinellas County only (i.e., R911, Fire, EMS)will be paid by Pinellas County Costs that are attributable to all Parties will use a formula based on the total number of users from all Parties. The Board will allocate costs in accordance with the following formulas: (System operation and maintenance cost)+(PRIME personnel and operating costs) Cost per user= Total Number of authorized users Annual Participant Cost=(Cost per user) x(number of users per participant) Section 7.04 User licenses. Annually,on a date determined by the Board,each Participant will provide a projected number of users anticipated for the next one-year term for the purpose of establishing the PRIME budget and billing of each Participant. Additional users may be added by any Participant at any time during the term of this agreement. Any increase in additional users will be reflected in future billing of the participants. The number of licensed users can only be reduced annually. Section 7.05 Invoice Schedule. The Board,through the Sheriff Finance Director,shall annually invoice each Participant for System operation. Each Participant shall pay such invoices in accordance with the provisions of the Florida Prompt Payment Act. Section 7.06 Fiscal Non-Funding. In the event sufficient budgeted funds are not available or allocated in any fiscal year to a Parry during the term of this Agreement, the Parry shall immediately notify the Board and all other Parties upon becoming aware of the unavailability of funds and this Agreement shall terminate as to that Parry on the last date for which funds are available without penalty or cost to the Parry. In the event of termination due to lack of funding, the Parry shall be responsible to pay for those costs and services rendered in the current fiscal year up to the date of termination. Non-parry Participants which are governmental entities may include fiscal non-funding clauses in its separate agreement. Article VIII. Term and Termination Section 8.01 Effective Date. This Agreement shall become effective upon filing with the Clerk 10 of the Circuit Court for Pinellas County, Florida, as required by section 163.01(11), Florida Statutes. Section 8.02 Term of Agreement. The term of this Agreement shall commence upon the Effective Date and shall continue in full force and effect for five (5)years (the "Initial Term") subject only to Section 7.06. Thereafter, the Agreement shall automatically renew for successive one (1) year terms,each a"Renewal Term")unless terminated pursuant to this Agreement. The maximum term, including the Initial Term and all Renewal Term(s) shall be ten (10) years. Any length of term beyond the maximum term established herein must be approved by each Party's respective governing body. Section 8.03 Termination by Election of Parties. Any Parry may terminate this Agreement during the term of the Agreement with or without cause by written notification consistent with section 9.02 after the Initial Term. No monies paid will be refunded. If after the Initial Term, any Party elects not to participate in the next term of the Agreement, the Party must notify the Board and all other Parties in writing pursuant to 9.02 at least one hundred twenty (120) days prior to the expiration of the then- current term so costs may be reconsidered and/or re-allocated among the remaining Parties and Participants. Section 8.04 Completion of Purpose. Upon full and final termination by all Parties the purposes of this Agreement will be complete and any surplus money shall be returned in proportion to the contributions made by the participating Parties pursuant to section 163.01(5)(1),Florida Statutes. Article IX. Miscellaneous Terms Section 9.01 No Joint Venture. This Agreement shall not be construed in such a way that any one Parry is or is deemed to be the representative, agent, employee, partner, or joint venture of another Parry. The Parties shall neither have the authority to enter into any agreement, nor assume any liability on behalf of any other Parry, nor bind or commit the other Parry in any manner, except as expressly provided herein. Section 9.02 Notice. All notices required to be given pursuant to this Agreement shall be in writing to the Parties and Board as set forth on the Parties signature page. This information may be updated as set forth in the Bylaws. Notice shall be effective upon being sent electronically with no error message or by being mailed with proper U.S. postage. Section 9.03 Entire Agreement. This Agreement constitutes the entire Agreement with respect to the subject matter hereof and supersedes all other prior and contemporary agreements, understandings, representations, negotiations, and commitments between the Parties with respect to the subject matter hereof. Section 9.04 Approval Required and Binding Effect. This Agreement shall not become effective unless authorized by each Party's respective corporate authorities or governing body. 11 Upon authorization, this Agreement constitutes a legal, valid, and binding agreement, enforceable against the Parties. Section 9.05 Representations. Each Parry represents that it has the authority to enter into this Agreement and undertake the duties and obligations contemplated by this Agreement and that it has taken or caused to be taken all necessary action to authorize the execution and delivery of this Agreement. Section 9.06 Indemnification. Each Parry agrees to be responsible for their respective employees' acts of negligence when acting within the scope of their employment and agrees to be liable for only such damages resulting from said negligence to the extent permitted by section 768.28, Florida Statutes. Nothing herein is intended to nor shall it be construed as a waiver of any immunity by the Participant or a waiver of any limitation from liability that the Participants are entitled to under the doctrine of sovereign immunity (section 768.28, Florida Statutes). Nothing herein shall be construed as consent by the Parties or Participants to be sued by third Parties in any manner arising out of this Agreement. Section 9.07 Board Liabilities. Subject to the limited waiver of sovereign immunity as provided in section 768.28, Florida Statutes, the entity created by this Agreement will have all protections and limitations of liability afforded by the doctrine of sovereign immunity. Expenses in connection with the preparation and presentation of a defense to any claim, action, suit, or proceeding of the character against the Board may be paid as an expense of the PRIME Operation Fund from time to time upon approval by the Board. No Board liabilities shall be borne by any of the Parties hereto. Subject to applicable law, the Board may, if requested in writing by a Board member, undertake the defense of any claim, action, or proceeding in connection with a matter within the scope of PRIME. The Board may further purchase one or more policies pursuant to the policy of insurance covering potential liabilities, claims, or damages, and/or director and officer coverage, in its discretion. Section 9.08 Amendments. This Agreement may be amended upon the written agreement of the Parties. Section 9.09 Recording. The Sheriff is responsible for recording this Interlocal Agreement. WHEREFORE, this Interlocal Agreement takes effect on the 10th day of June, 2022; the Parties have signed and executed this Agreement as of the dates written below in the County of Pinellas, State of Florida. 12 Countersigned: CITY OF CLEARWATER, FLORIDA By: -- Frank Hibbard Jon P.Jennings Mayor City Manager Approved as to form: Attest. d�sA:se�1 e e Melissa Isabel Rosemarie Call Assistant City Attorney City Clerk BilOVOR CITY OF CLEARWATER Notice: Chief of Clearwater Police Department 645 Pierce St. Clearwater, FL 33756 Office: (727) 562-4242 daniel.slaugliter@mycleai-water.com Copy to: Clearwater City Attorney's Office One Clearwater Tower, 6th Floor 600 Cleveland St. Clearwater, FL 33756 Office: (727) 5624467 melissa.isabel@myclearwater.com WHEREFORE, this Interlocal Agreement was executed in the County of Pinellas, State of Florida, this day of April, 2022. 13 ATTEt OF 't CITY OF LARGO 000, i. By: Diane Bruner, Clerk Louis L."Woody"Brown,Mayor RLO'RIDA, APPROVED AS TO FORM: For Alan S.Zimmet,Ci Attorney LARGO Official Notice: CITY OF LARGO Attn: Henry Schubert, City Manager 201 Highland Avenue Largo, FL 33771 With required copy to: Bryant Miller Olive P.A. One Tampa City Center, Suite 2700 Tampa, FL 33602 WHEREFORE, this Interlocal Agreement was executed in the County of Pinellas, State of Florida, this day of April,2022. 14 ATTEST: CITY OF PINELLAS PARK By. i lane Cocoa,City Clerk Sandra LBradbury,Mayor APPROVED AS TO FORM AND CORRECTNESS: Lauren Christ Rubenstein,City Attorney Pinellas Park Official Notice: CITY OF PINELLAS PARD Attn: Bart Diebold, City Manager P.O. Box 1.100 Pinellas Park,FL 33780 Copy to: Lauren Christ Rubenstein, City Attorney Denhardt and Rubenstein 2700 1"Avenue North St. Petersburg, FL 3371.3 WHEREFORE, this Interlocal. Agreement was executed in the County of Pinellas, State of Florida, this day of April,2022. 15 ATTEST: CITY OF ST.PETERSBURG By: Chandrahasa Srinivasa,City Clerk K nneth T.Welch,Mayor APPROVED AS TO FORM: ' Christina Boussi lty a— t- kA�ta ST. PETERSBURG Official Notice: CITY OF ST. PETERSBURG Attn: Assistant Chief of Police Administrative Services Bureau 1301 First Avenue North St. Petersburg, FL 33705 Copy to: Laura Roe, Esq. Police Legal Counsel 1301 First Avenue North St. Petersburg, FL 33705 WHEREF RE, this Interlocal Agreement was executed in the County of Pinellas, State of Florida, this day of A,2022. 16 bar y h nj ATTEST: CITY OF TARPON SPRINGS AAAf Ire ac ljs, qty Ott Cost a'Motis,Mayor APPROV D AS TO FORM: 7onias 1."Trask it)-Attorney "TARPON SPRINGS Official Notice: CITY OF TARPON SPICINGS Attn: Mark G. LeCouris,City Manager 324 E. fine St. Tarpon Springs, FI_311689 Copy to: Thomas J.Trask, Esq.City Attorney Trask Daigneault,LLP 1001 South Ft. Harrison Ave. Suite 201 Clearwater,FL 33756 WHEREFORE, this Interlocal Agreement ktas executed in the County ole Pinellas, State of Florida, this clay of April, 2022. 17 PINELLAS COUNTY,FLORIDA,by �.10�*WY Co, 4p and through its Board of County Commissioners: ' SEAL CGUNVF� V - ,1 �% Charlie Justice, Ch irman APPROVED AS TO FORM B IR ERKB Michael A. Zas � . F E ' " Office of the County Attorney PINELLAS COUNTY Official Notice: Safety & Emergency Services Director Administration 10750 Ulmer-ton Rd. Building 1, Suite 343 Largo, FL 33778 (727) 464-3835 jfogarty@pinellascounty.org Copy to: Pinellas County Attorney's Office 315 Court St., 6t'Floor Clearwater, FL 33756 Fax: (727) 464-3354 WHEREFORE, this Interlocal Agreement was executed in the County of Pinellas, State of Florida, this day of 2022. 18 PINEL At O NT"Y SHERIFF'S OFFICE Bob Gualtieri,Sheriff` PINELL AS COUNTY SHERIFF'S OFFICE Official Notice: Tom L,ancto 10750 Ul erten Rd Largo, FL. 33778 (727)582-6719 TTL,ancto`izcsonet.corn Copy to: General Counsel 10750 Ulmerton Road Largo, FL, 33778 Fax: (727)582-6459 19 INTERLOCAL AGREEMENT FOR THE CREATION OF THE PINELLAS REGIONAL INFORMATION MANAGEMENT ENTERPRISE (PRIME) This Interlocal Agreement ("Agreement") is made and entered into this _ day of , 2022, by and between the City of Clearwater, City of Largo, City of Pinellas Park, City of St. Petersburg, City of Tarpon Springs, Pinellas County, and Pinellas County Sheriff (Sheriff), hereinafter collectively referred to as "Parties." Recitals WHEREAS, section 163.01, Florida Statutes, permits political subdivisions, agencies, or officers of the State, including, but not limited to counties, cities, school districts, single and multipurpose special districts, single and multipurpose public authorities, metropolitan or consolidated governments, separate legal entities or administrative entities created under Section 163.01(7), Florida Statutes, or independently elected county officers (collectively, "Public Agencies"), to enter into an interlocal agreement to jointly exercise any power, privilege, or authority which such Public Agencies share in common and which each might exercise separately, permitting the Public Agencies to make the most efficient use of their powers by enabling them to cooperate on a,basis of mutual advantage and thereby provide for the sharing of their powers in a manner and pursuant to forms of governmental organization that are in the best interests of the Public Agencies; and WHEREAS, each of the Parties are Public Agencies authorized to provide law enforcement dispatch emergency response services within its respective jurisdiction; and WHEREAS, Pinellas County operates Pinellas County's Primary 911 Public Safety Answering Point (hereafter, "PRIMARY PSAP"); and WHEREAS, Pinellas County is responsible for all 911 call -taking and dispatch for all Pinellas County fire departments and emergency medical service (EMS) first responders throughout Pinellas County, Florida, from the PRIMARY PSAP; and WHEREAS, the Sheriff provides primary law enforcement dispatch service for unincorporated Pinellas County and nineteen of Pinellas County's twenty-four cities; and WHEREAS, the City of St. Petersburg, City of Clearwater, City of Largo, City of Pinellas Park, and City of Tarpon Springs provide the primary law enforcement dispatch service for their respective jurisdictions, and each operates a Secondary PSAP; and WHEREAS, the Parties recognize and acknowledge that immediate response of first responders is 1 an essential component of effective public safety and that seconds matter in response to a call for help involving an active and imminent threat to life or great bodily harm; and WHEREAS, the Parties further recognize the benefits of a shared common computer-aided dispatch system, including increasing efficiency in workflow, reducing repetition of data entry, and saving time in an emergency situation, which could save lives; and WHEREAS, the Parties further recognize the benefits of shared data through a common records management system, including increasing the efficiency of solving crimes, identifying trends in criminal activity, and forecasting workforce staffing levels for law enforcement; and WHEREAS, in the exercise of its statutory duties, Pinellas County desires to implement a new computer-aided dispatch system to ensure the dispatch of an appropriate emergency response to telephone calls placed to 911; and WHEREAS, many of the computer-aided dispatch and record management systems currently in use throughout Pinellas County have reached or are rapidly approaching the end of their useful life; and WHEREAS, the replacement of the existing independent computer-aided dispatch and records management systems with advanced technology adhering to national data standards is a crucial priority of the Parties; and WHEREAS, the Parties entered into a Memorandum of Understanding which establishes a temporary advisory body, Pinellas Regional Information Management Enterprise (PRIME) to assist in evaluating and making recommendations as to the selection of a vendor pursuant to that certain Request for Proposals No. #21-02 issued by the Sheriff on May 28, 2021 (the "RFP") the scope of which provides for a shared computer-aided dispatch and records management system to the Parties and Participants; and WHEREAS, the Parties now desire to more permanently establish and maintain PRIME, as a separate legal entity and public body corporate politic pursuant to section 163.01(7), Florida Statutes, with the goal of integrating the various information systems used by emergency response agencies throughout Pinellas County, Florida through advanced integrated technology and standardized reporting methods; and WHEREAS, establishing and maintaining PRIME is in the best interest of the Parties and Participants, their officials, officers, and citizens in that PRIME will (a) offer integrated and standardize response mechanism to meet emergency response needs, (b) create greater purchasing powers through economies of scale, (c) lower the costs associated with the investment and reinvestment into individualized system; and (d) provide assistance on emergency response alternatives and other issues of concern to the Parties; and WHEREAS, the joint exercise of the power to integrate the various existing information systems will be benefited and made more efficient if (a) all computer-aided dispatch systems and records management systems were administered by the same body, and (b) the record-keeping and other administrative functions to be performed by PRIME; and WHEREAS, each of the Parties has duly taken all official action necessary and appropriate to 2 become a party to this Agreement and perform hereunder, including, the passing of any ordinances, resolutions, or taking of other actions required under its respective charter, and other applicable laws and regulations; and WHEREAS, by this Interlocal Agreement, the Parties define the powers of PRIME to include the performance of the duties set forth in this Agreement; and NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows: Article I. General Provisions Section 1.01 Recitals Incorporated. The recitals set forth above are agreed upon as true, correct, and intended to be incorporated and made a part of this Agreement as if fully contained herein. Section 1.02 Purpose. In addition to the public purposes stated in the incorporated recitals, the Parties have entered this Agreement to implement, operate, and maintain the new unified Computer - Aided Dispatch and Records Management System as procured and provided through the Vendor throughout the entire geographic area of Pinellas County, Florida (the "System"), to provide for the long-term operation and maintenance of the System. Section 1.03 Scope. The Parties intend that this Agreement shall in all respects govern and provide for the powers, duties, and responsibilities of PRIME as a separately created entity governing the implementation, operation, maintenance, and upgrade of the System. Section 1.04 Definitions. As used in this Agreement, (a) "Board" means the governing body of PRIME by a Board of Directors as defined in Article V of this Agreement. (b) "Executive Director" is the individual responsible for the oversight of PRIME and managing staff assigned to PRIME as defined in Article VI. (c) "FIBRS" means Florida Incident -Based Reporting System, an incident -based reporting system used by law enforcement agencies throughout Florida for collecting and reporting data on crimes. Local agencies generate FIBRS data from their records management systems. (d) "NIBRS" means National Incident -Based Reporting System, an incident -based reporting system used by law enforcement agencies in the United States for collecting and reporting data on crimes. Local, state, and federal agencies generate NIBRS data from their records management systems. "NFIRS" means National Fire Incident Reporting System, an incident -based reporting system used by fire departments in the United States for collecting and reporting data on fire, emergency medical services, and severe weather or natural disasters. Local, state, and federal agencies generate NFIRS data from their records. (f) "NEMSIS" means National Emergency Medical Services Information System, an incident - based reporting system used by Emergency Medical Services agencies in the United States and territories for collecting and reporting data for patient care information resulting from an (e) 3 emergency 911 call. (g) "Participant" means any Party or other duly authorized entity separately contracting to participate in the System in accordance with the provisions of this Agreement. (h) "Party/Parties" means the City of Clearwater, City of Largo, City of Pinellas Park, City of St. Petersburg, City of Tarpon Springs, Pinellas County Safety and Emergency Services (SES), and Pinellas County Sheriff collectively. (i) "PRIME" means the Pinellas Regional Information Management Enterprise entity formed and established by this Agreement. (j) "Sheriff' means the Pinellas County Sheriffs Office. (k) "System" means the unified computer-aided dispatch and joint records management system provided by the Vendor pursuant to the contract awarded by the Sheriff pursuant to the RFP. (1) "User" means an employee or other authorized agent of a Participant to whom secure and unique credentials are assigned for access to the System on a Participant's behalf. (m) "Vendor" means Intergraph Corporation by and through its Hexagon Safety, Infrastructure & Geospatial division, the entity awarded the contract through the RFP, or its proper successor or assignee. Article II. Establishment of PRIME Section 2.01 Establishment. The Parties hereby jointly establish PRIME as a separate administrative legal entity and public body corporate politic with the specific common power of emergency dispatch and response as specifically authorized in section 163.01, Florida Statutes, and herein. Specifically, PRIME shall have the following powers solely to carry out the purposes of this Agreement and is authorized in its own name under section 163.01, Florida Statutes to: make and enter into contracts; to employ employees; to acquire, manage, maintain, or operate buildings; and to incur debts, liabilities, or obligations which do not constitute the debts, liabilities, or obligations of any of the Parties and which does not constitute borrowing money or issuing bonds. PRIME shall not have the power to levy or collect taxes, nor does this Agreement delegate any police or other governmental regulatory power. Section 2.02 Board of Directors. PRIME will be governed by the Board as described in Article V. Section 2.03 Administration. PRIME will administer the System on behalf of the Participants pursuant to the terms, conditions, powers, authorities, and limitations set forth in this Agreement. Section 2.04 Staffing. PRIME staff will oversee the implementation of the System and maintain its associated database. Section 2.05 Project Management. PRIME will provide project management services for the implementation and maintenance of the System and the Parties. Section 2.06 Deliverables. PRIME will ensure that the Vendor performs its responsibilities under the Vendor contract. 4 Section 2.07 System Configuration. PRIME will configure the System as one unified, countywide application adhering to NIBRS, NFIRS and FIBRS standards. The System map will be configured as one unified, map throughout all of Pinellas County, Florida to allow seamless reporting and analytics. Although the generally applicable configurations will be set by PRIME, each individual Party may nevertheless undertake such unique configurations as are available and desirable to that Party and that do not disrupt the purpose, function, or performance of the county- wide system as determined by the Board. Section 2.08 Party Rights. Each Party will retain the following rights and privileges: a. Data entered into the System by each Party may only be merged, modified, deleted, or edited through a process approved by that Party. b. Each Party retains the right to add or remove User(s) and define User authority levels within their respective organization. c. PRIME will manage global custom form fields as outlined in its bylaws. Additionally, PRIME will support adding local custom fields for each Party and make every reasonable effort to satisfy a Party request for a custom field within three (3) business days. Each Party retains the right to add custom fields to its respective local layouts and forms. d. No Party will be required to "go -live" with its respective local layouts and forms on the System until the Party approves of the individual Party layout, and to the extent the System allows, the configuration options available to the Party. e. Each Party retains the right to extract its data from the System's data warehouse. This includes the use of third -party applications purchased or developed by the Party as long as the data extraction does not negatively impact performance or other Parties. The Parties understand that the vendor has certain monthly data egress limits and that parties may incur a fee if data extract amounts are above the Party's share of the total monthly egress limits as determined by the Board. Article III. Responsibilities of the Parties Section 3.01 Procurement. The Sheriff has awarded the contract for the acquisition of the System to the Vendor. Pinellas County, subject to the limitations contained herein, will pay from its funds, the costs of System licensing and implementation for the first two (2) years of System operation. Following the initial two (2) years of this Agreement, the cost of System operation will be allocated in accordance with Article VII. Section 3.02 Staff. The Parties may be called upon to assign experienced personnel from their respective agencies to assist the Executive Director in maintaining and managing the System, including its operating system, system software, database management software, and other necessary hardware and software components to operate and manage the System. Personnel may be assigned full-time or part-time. The Party assigning a staff member will remain responsible for establishing the salary and benefits, including any applicable overtime and workers compensation and making all 5 payments due to any person assigned to PRIME as staff until the term of this Agreement expires or the person is removed from the PRIME staff assignment. Since continuity is required, a Party will not remove their assigned staff members during the term of this Agreement absent good cause, which is solely determined by the assigning Party's own policies and procedures. Any Party removing a staff member from PRIME shall notify the Executive Director as soon as possible who will immediately request a replacement the staff member from the same Party. If a replacement staff member is not provided within ten business days by the removing Party, a replacement staff member may be requested by the Executive Director from another Party. Section 3.03 PRIME Operation Fund. The Sheriff will establish an internal intergovernmental fund for the benefit of PRIME operations, which shall be known as the PRIME Operation Fund. The Board is authorized to make and approve expenditures from the PRIME Operation Fund consistent with this Agreement. All funds held in the PRIME Operation Fund shall be invested in an interest-bearing account consistent with all respective investment policies adopted by the Parties pursuant to chapter 218, Florida Statutes, and the title to such interest shall vest in the PRIME Operation Fund for the purposes of authorizing expenditures from the PRIME Operation Fund consistent with this Agreement. The funds therein shall not be co -mingled with any other funds. Section 3.04 System Oversight. The Board shall oversee the System as described in Article V. Section 3.05 Auditing. Consistent with section 163.01(5)(q), Florida Statutes, the Sheriff will require an independent, external auditor or the Inspector General to audit all receipts and disbursements from the PRIME Operation Fund annually for compliance with this Agreement and generally accepted accounting principles (GAAP), and will report thereon to the Board and the Parties. Any Party may inspect the books and records of the PRIME Operation Fund at any time. Section 3.06 Additional Administrative Responsibilities. The Parties shall provide PRIME with reasonable assistance in performing its duties under this Agreement. Such assistance shall include administrative, clerical and compliance -related functions, including those required by the Florida Sunshine Act. Participant staff shall assist PRIME in the preparation of its annual budget and quarterly or other financial reports. Section 3.07 Deposit of Funds. The Sheriff will deposit all money collected from Parties and Participants for the operation of the System into the PRIME Operation Fund. Section 3.08 Participant Responsibilities. The Parties shall further have all responsibilities of Participants as set forth in Article IV of this Agreement. Article IV. Responsibilities of Participants Section 4.01 Payment. Participants will, subject to appropriation, make annual payments to the Sheriff f/b/o the PRIME Operation Fund to be expended for the purposes set forth in this Agreement in accordance with the cost allocations of Article VII and in accordance with the schedule in Section 7.04. Section 4.02 Operation. Participants will ensure that their personnel utilize the System according to 6 FDLE CJIS policies, this Agreement, NENA NG9-1-1 Geographic Information Systems Data Model Standards where applicable, and the policies and procedures that PRIME may, from time to time, adopt and amend, including those that require the standardization of data and data entry procedures. Section 4.03 Network Connectivity. Participants will, at their own expense, provide network connectivity to the System that must conform to the minimum specifications adopted by PRIME, which may from time to time be amended based on the operating needs of the System. Section 4.04 Hardware. Participants shall, at their own expense, procure and maintain such hardware as may be necessary for use of the System by personnel and that must conform to minimum specifications adopted by PRIME, which may from time to time be amended based on the operating needs of the System. Section 4.05 Data Ownership. Participants will retain ownership of all electronic data they provide to the System. Section 4.06 Non-party Participants. All Participants which are not otherwise a Party to this Agreement shall be required by separate contract to comply with all terms and conditions of a Participant under this Agreement. Article V. PRIME BOARD Section 5.01 Composition. PRIME shall be governed by, and all its powers, authorities, privileges, rights, protections and immunities exercised and protected by a board of directors. The Board shall consist of members appointed as follows: (a) A designee appointed by the Pinellas Police Standards Council; (b) City of Clearwater Chief of Police, or their designee; (c) City of Largo Chief of Police, or their designee; (d) City of Pinellas Park Chief of Police, or their designee; (e) A designee appointed by the Pinellas Fire Chiefs Association; (f) City of St. Petersburg Chief of Police, or their designee; (g) City of Tarpon Springs Chief of Police, or their designee; (h) Director of Pinellas County Safety and Emergency Services, or their designee; and (i) Sheriff, or their designee. Board members shall receive no compensation for their services, but shall be entitled to receive their necessary expenses incurred in the performance of their official duties as set forth in the PRIME Bylaws. Section 5.02 Powers and Duties. The Board shall, subject to applicable law and the terms of this Agreement, have full and complete power to take all actions, do all things, and execute all instruments as it deems necessary or desirable in order to carry out, promote, or advance the objectives, interests, and purposes of PRIME. The Board shall use ordinary care and reasonable diligence in the 7 administration of PRIME. Nothing contained in this Agreement, either expressly or by implication, shall be deemed to impose any duties or responsibilities on the Board other than those expressly set forth in this Agreement. Any determination as to what is in the best interest of PRIME made by the Board in good faith will be conclusive establishment of the proper public interest. Specifically, the Board will: (a) Elect a Board Chair and Vice -Chair; (b) Adopt Bylaws which shall provide for the governance and on-going administration and operation of the Board and its functions related to the System but which shall not provide for additional powers or authorities outside of that established and delegated by this Agreement; (c) Establish a process for each Party to have licensed access for the users in each Party. It is understood the number of Users of each Party may change during a calendar year. No process will restrict the ability of each Party to add licenses for a fraction of a calendar year at the prorated User cost established by the Board; (d) Determine the budget for the annual operation of the System subject to annual acceptance and approval by the Parties; (e) Develop policies and procedures in accordance with Florida's public records laws governing the documentation, retention, ownership, and management of electronic data storage; and (f) Perform any other administrative tasks necessary and proper to carry out the purposes of this Agreement and the goals of standardization and interoperability not otherwise provided for herein. Section 5.03 Finance and Procurement Policies. (a) Authorization. The Board has the exclusive authority to authorize PRIME Operation Fund expenditures. The Board further has the authority to apply for and receive gifts, grants, assistance funds, or bequests which align with the purposes of and which would not create any conflict or issue with the powers delegated under this Agreement, and for which the Board has formally adopted a plan for assuring compliance with any and all terms, conditions, restrictions, or limitations placed on the gift, grant, assistance fund, or bequest. All such funds received shall be deposited into the PRIME Operation Fund unless otherwise restricted. (b) Expenditures from the PRIME Operation Fund. The Board will use monies in the PRIME Operation Fund for the purposes of: (i) Paying the ongoing periodic costs associated with maintaining the System; (ii) Paying the costs of system upgrades or enhancements when such funds have been approved and transferred from the respective Participants; and (iii) Any other purpose the Board may expressly authorize, provided that funds shall only be authorized for costs associated with the System. Section 5.04 Meetings of the Board. All meetings of the Board shall be conducted in accordance with Florida's Sunshine Laws. No Board member shall vote upon any measure which would inure to his or her special private gain or loss (as defined in Section 112.3143(1)(d), 8 Florida Statutes); which he or she knows would inure to the special private gain or loss of any principal by whom he or she is retained or to the parent organization or subsidiary of a corporate principal by which he or she is retained, other than an agency (as such term is defined in Section 112.312(2), Florida Statutes); or which he or she knows would inure to the special private gain or loss of a relative or business associate of the Board member. Section 5.05 Fiscal Year. The Board will operate on a fiscal year of October 1 to September 30. Article VI. Executive Director Section 6.01 Appointment. The Board is authorized to appoint and remove an Executive Director, who will serve the Board and report to the Board Chair. Article VII. Finance Section 7.01 Initial Cost Allocations. Pinellas County agrees to pay a not to exceed amount of nine million three hundred thousand dollars ($9,300,000.00), excluding pro rata costs, from its available funds for the initial costs of the System for the first two (2) years of this Agreement on a schedule as defined in the contract with Vendor, which is attached hereto and incorporated herein as Exhibit A. All parties, other than Pinellas County, agree to pay any remaining balance for the initial costs of the System for the first two (2) years of this Agreement, excluding pro rata costs, as set forth in the preliminary estimate of the initial cost as shown in Exhibit B . The total initial cost of the System, not including reoccurring maintenance, shall not exceed fifteen million dollars ($15,000,000.00). Following the first two (2) years, all costs will be allocated in accordance with Section 7.03. Pro rata costs distributions are further set forth below. Preliminary estimates of the initial pro -rata cost allocations are attached as Exhibit B. Not later than 14 -days after contract signing with Vendor, the Board shall provide each Party and Participant with an estimated total initial cost for the first year of the System and the cost attributable to each Party and Participant. The initial cost estimate will include the total costs of the System acquisition, maintenance, operation and the total number of user licenses System - wide. As set forth in section 3.02 and 3.06, Parties assigning a staff member to PRIME will be subject to approval by the Board. Once approved, the respective party will receive a credit to their attributable costs for an amount equal to the hourly rate of such staff m ember based on reimbursement rates established by the Board. If a Party removes a staff member, any credit applied to the Party's attributable cost will be adjusted based on the length of service in the billing cycle and the Party's attributable cost will be adjusted. Section 7.02 Costs Attributable to System and PRIME. All costs will be allocated at the beginning of each year. No refunds will be issued if a Participant chooses to terminate its participation during a term of this Agreement. The following costs are deemed attributable to the System and PRIME, and shall be paid from the PRIME Operation Fund: 9 (a) The total cost of annual System licensing and maintenance paid to the Vendor; (b) The full salary and benefits approved by the Board of the Executive Director and personnel devoting 100% of their duties to the maintenance or operating of the System; (c) Ongoing maintenance costs of System and PRIME equipment; (d) Other costs related to System or PRIME when expressly determined and authorized by the Board including commodities, hardware, professional services, and capital. Section 7.03 System Cost Allocation Formula. The Board shall allocate the cost of System and PRIME among Participants based on the number of users of each participant. Costs that are attributable to law enforcement only will use a formula based on the number of users from law enforcement entities. Costs that are attributable to Pinellas County only (i.e., R911, Fire, EMS) will be paid by Pinellas County Costs that are attributable to all Parties will use a formula based on the total number of users from all Parties. The Board will allocate costs in accordance with the following formulas: (System operation and maintenance cost)+(PRIME personnel and operating costs) Cost per user — Total Number of authorized users Annual Participant Cost = (Cost per user) x (number of users per participant) Section 7.04 User licenses. Annually, on a date determined by the Board, each Participant will provide a projected number of users anticipated for the next one-year term for the purpose of establishing the PRIME budget and billing of each Participant. Additional users may be added by any Participant at any time during the term of this agreement. Any increase in additional users will be reflected in future billing of the participants. The number of licensed users can only be reduced annually. Section 7.05 Invoice Schedule. The Board, through the Sheriff Finance Director, shall annually invoice each Participant for System operation. Each Participant shall pay such invoices in accordance with the provisions of the Florida Prompt Payment Act. Section 7.06 Fiscal Non -Funding. In the event sufficient budgeted funds are not available or allocated in any fiscal year to a Party during the term of this Agreement, the Party shall immediately notify the Board and all other Parties upon becoming aware of the unavailability of funds and this Agreement shall terminate as to that Party on the last date for which funds are available without penalty or cost to the Party. In the event of termination due to lack of funding, the Party shall be responsible to pay for those costs and services rendered in the current fiscal year up to the date of termination. Non-party Participants which are governmental entities may include fiscal non -funding clauses in its separate agreement. Article VIII. Term and Termination Section 8.01 Effective Date. This Agreement shall become effective upon filing with the Clerk 10 of the Circuit Court for Pinellas County, Florida, as required by section 163.01(11), Florida Statutes. Section 8.02 Term of Agreement. The term of this Agreement shall commence upon the Effective Date and shall continue in full force and effect for five (5) years (the "Initial Term") subject only to Section 7.06. Thereafter, the Agreement shall automatically renew for successive one (1) year terms, each a "Renewal Term") unless terminated pursuant to this Agreement. The maximum term, including the Initial Term and all Renewal Term(s) shall be ten (10) years. Any length of term beyond the maximum term established herein must be approved by each Party's respective governing body. Section 8.03 Termination by Election of Parties. Any Party may terminate this Agreement during the term of the Agreement with or without cause by written notification consistent with section 9.02 after the Initial Term. No monies paid will be refunded. If after the Initial Term, any Party elects not to participate in the next term of the Agreement, the Party must notify the Board and all other Parties in writing pursuant to 9.02 at least one hundred twenty (120) days prior to the expiration of the then - current term so costs may be reconsidered and/or re -allocated among the remaining Parties and Participants. Section 8.04 Completion of Purpose. Upon full and final termination by all Parties the purposes of this Agreement will be complete and any surplus money shall be returned in proportion to the contributions made by the participating Parties pursuant to section 163.01(5)(1), Florida Statutes. Article IX. Miscellaneous Terms Section 9.01 No Joint Venture. This Agreement shall not be construed in such a way that any one Party is or is deemed to be the representative, agent, employee, partner, or joint venture of another Party. The Parties shall neither have the authority to enter into any agreement, nor assume any liability on behalf of any other Party, nor bind or commit the other Party in any manner, except as expressly provided herein. Section 9.02 Notice. All notices required to be given pursuant to this Agreement shall be in writing to the Parties and Board as set forth on the Parties signature page. This information may be updated as set forth in the Bylaws. Notice shall be effective upon being sent electronically with no error message or by being mailed with proper U.S. postage. Section 9.03 Entire Agreement. This Agreement constitutes the entire Agreement with respect to the subject matter hereof and supersedes all other prior and contemporary agreements, understandings, representations, negotiations, and commitments between the Parties with respect to the subject matter hereof. Section 9.04 Approval Required and Binding Effect. This Agreement shall not become effective unless authorized by each Party's respective corporate authorities or governing body. Upon authorization, this Agreement constitutes a legal, valid, and binding agreement, enforceable against the Parties. Section 9.05 Representations. Each Party represents that it has the authority to enter into this Agreement and undertake the duties and obligations contemplated by this Agreement and that it has taken or caused to be taken all necessary action to authorize the execution and delivery of this Agreement. Section 9.06 Indemnification. Each Party agrees to be responsible for their respective employees' acts of negligence when acting within the scope of their employment and agrees to be liable for only such damages resulting from said negligence to the extent permitted by section 768.28, Florida Statutes. Nothing herein is intended to nor shall it be construed as a waiver of any immunity by the Participant or a waiver of any limitation from liability that the Participants are entitled to under the doctrine of sovereign immunity (section 768.28, Florida Statutes). Nothing herein shall be construed as consent by the Parties or Participants to be sued by third Parties in any manner arising out of this Agreement. Section 9.07 Board Liabilities. Subject to the limited waiver of sovereign immunity as provided in section 768.28, Florida Statutes, the entity created by this Agreement will have all protections and limitations of liability afforded by the doctrine of sovereign immunity. Expenses in connection with the preparation and presentation of a defense to any claim, action, suit, or proceeding of the character against the Board may be paid as an expense of the PRIME Operation Fund from time to time upon approval by the Board. No Board liabilities shall be borne by any of the Parties hereto. Subject to applicable law, the Board may, if requested in writing by a Board member, undertake the defense of any claim, action, or proceeding in connection with a matter within the scope of PRIME. The Board may further purchase one or more policies pursuant to the policy of insurance covering potential liabilities, claims, or damages, and/or director and officer coverage, in its discretion. Section 9.08 Amendments. This Agreement may be amended upon the written agreement of the Parties. Section 9.09 Recording. The Sheriff is responsible for recording this Interlocal Agreement. WHEREFORE, this Interlocal Agreement takes effect on the day of 2022; the Parties have signed and executed this Agreement as of the dates written below in the County of Pinellas, State of Florida. WHEREFORE, this Interlocal Agreement was executed in the County of Pinellas, State of Florida, this day of April, 2022. 12 Countersigned: CITY OF CLEARWATER, FLORIDA Frank Hibbard Mayor Approved as to form: Melissa Isabel Assistant City Attorney By: 6(0%. ?, dej /000•4116 Jon P. Jennings City Manager Attest: Rosemarie Call City Clerk CITY OF CLEARWATER Notice: Chief of Clearwater Police Department 645 Pierce St. Clearwater, FL 33756 Office: (727) 562-4242 daniel.slaughter@myclearwater.com Copy to: Clearwater City Attorney's Office One Clearwater Tower, 6th Floor 600 Cleveland St. Clearwater, FL 33756 Office: (727) 562-4467 melissa.isabel@myclearwater.com WHEREFORE, this Interlocal Agreement was executed in the County of Pinellas, State of Florida, this day of April, 2022. 13 PINELLAS REGIONAL INFORMATION MANAGEMENT ENTERPRISE (PRIME) BYLAWS Article I. Name and Location of the Enterprise Section 1.01 Entity Name. The name of the entity shall be the Pinellas Regional Information Management Enterprise (PRIME) Section 1.02 Entity Office. The principal office of the entity shall be located in Largo, Florida. The entity shall have and continuously maintain in this county a registered office. Article II. Definitions Section 2.01 Definitions. As used in these bylaws, unless otherwise defined herein the capitalized terms used in these Bylaws have the same meaning as described in that certain Interlocal Agreement (ILA) creating and establishing PRIME as recorded at OR Book , page Article III. PRIME Board Section 3.01 Composition. The Board shall consist of members as established in the ILA. Section 3.02 Voting. Each Board member will have one vote per agenda item. Section 3.03 Proxy. Any member of the Board may designate no more than one proxy to serve in the absence of the Board member. A Board member may not cast a vote by proxy through another Board member. Each member of the Board will be responsible for ensuring their proxy follows all Sunshine Laws. Section 3.04 Officers. The Board shall include the Officer positions of Chair and Vice -Chair. Officers are required to be voting members. Duties of the Chair and Vice -Chair are as follows: (a) Chair. The Board Chair shall preside at all Board meetings and liaison between the Board and the Executive Director. The Chair will help ensure the Board's directives and resolutions are carried out and exercise and perform such other powers and duties as prescribed by the Board. More specifically, the Chair shall be responsible for: i. Leading the Board to carry out its functions; ii. Building unity of purpose; iii. Guiding conduct of meetings; iv. Ensuring sufficient consideration of issues; v. Assessing the performance of the committees; vi. Working with the Executive Director to ensure the Board has the information required to make decisions; vii. Evaluating the performance of the Executive Director; viii. Setting priorities and creating agendas for Board meetings; 1 ix. Presiding over Board meetings; x. Overseeing the taking of minutes at all Board meetings; (b) Vice -Chair. The Vice -Chair assumes the role and responsibilities of the Chair in the Chair's absence. The Vice -Chair is also responsible for performing other duties assigned by the Board or the Chair. Section 3.05 Term. Officers of the Board shall serve a term of two years or until the Member is unable or unwilling. Section 3.06 Elections. To maintain continuity, if able and willing, the Vice -Chair will elevate to the position of Chair when the term of the Chair is complete or the Chair is otherwise unable to serve due to resignation or termination. No election for Chair shall occur unless the sitting Vice -Chair is unable or unwilling to assume the role of Chair. In that event, any voting Board member may nominate an eligible Voting Board member for the Chair position. An individual may not be nominated or elected in their absence. Elections will be held at a general or special meeting in August biennially. If circumstances arise which do not permit a meeting in August, elections will be held at the next general or special meeting. Once a quorum is present, a simple majority is required for the election of any voting member of the Board. Section 3.07 Meetings of the Board. All official action shall be taken by a majority vote of those present and voting Article IV. Executive Director Section 4.01 Duties and Responsibilities. The Executive Director will have day-to-day responsibility for carrying out the Board's goals and policies. Additional duties not outlined in the interlocal include: (a) Managing the System in accordance with policies, procedures, standards, and directives established by the Board; (b) Develop a proposed budget for Board approval; (c) Manage staff working for PRIME; (d) Regularly keeping the Board apprised of major tasks, financial status, System functionality, and overall service levels; (e) Properly posting Board meetings as required by law, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that records are maintained; (f) Addressing cost sharing concerns brought forward by the Finance Committee (7.05 C). Unresolved issues shall be brought to the Board for resolution; 2 (g) Approve non-recurring expeditures under $1,000.00 or in an amount determined by the Board; (h) Any other duties assigned by the Board as necessary within the scope of the ILA. Article V. Standing Committees Section 5.01 Role of Standing Committees. The primary purpose of standing committees is to assist the Board in fulfilling its oversight and responsibilities on specific technical, operational, and financial matters which may be beyond the scope of expertise of Board members. Section 5.02 Membership of Standing Committees. (a) After consultation with the involved individuals, the Board shall appoint experienced members to serve two years to maintain continuity and stability within standing committees. Nothing prevents a member from serving successive terms. (b) The Committee Chair of each standing committee shall be ex officio and non-voting members of each standing committee except in the event of a tie. If there is a tie related to an agenda item, the Committee Chair shall vote to break the tie. (c) Each standing committee shall elect its chair annually after the Board conducts it's election. (d) Each Party may have a minimum of one representative on each Standing Committee. Section 5.03 Duties of Standing Committee Chairs. The duties of the Standing Committee Chairs shall include: (a) Schedule meetings. (b) Preparing agendas. (c) Presiding over meetings. (d) Assisting the Executive Director in preparing an annual budget. (e) Performing other duties as consistent with the efficient management of the committee or as directed by the Board or Executive Director. Section 5.04 Vacancies on Standing Committees. The Board shall appoint members to vacancies on standing committees for the remainder of the term. Section 5.05 Standing Committees Titles and Responsibilities. (a) Technical. The PRIME Technical Committee will be responsible for evaluating, operating administrative matters of a technical nature associated with the operations, upgrades, updates, process enhancements, change enablement requests, performance issues, and continuity of service, and reporting to the Executive Director. The Technical Committee will meet upon the call of the committee chair either in person or virtually. Representatives serving on the PRIME Technical Committee should have experience in the field of information technology. This Committee is fact finding only and will report to the Executive Director and will not be subject to the open meeting laws. (b) Operational. The PRIME Operational Committee will be responsible for evaluating, 3 operating administrative matters of an operational nature associated with the operations, upgrades, updates, process enhancements, change enablement requests, performance issues, and continuity of service, and reporting to the Executive Director. The Operational Committee will meet upon the call of the committee chair either in person or virtually. Representatives serving on the PRIME Operational Committee should have experience with and be active users of the PRIME System. This Committee is fact finding only and will report to the Executive Director and will not be subject to the open meeting laws. (c) Finance. The PRIME Finance Committee will be responsible for aiding in developing the budget of costs associated with the operation, maintenance, updates, and upgrades to the System. In addition, the Finance Committee will address concerns surrounding the cost- sharing model which is outlined in the interlocal and escalate to the Executive Director if appropriate. The Finance Committee will meet as needed to review and develop a proposed budget and cost-sharing model in time for each Party to seek approval from their respective governing body. The Finance Committee will also plan for future anticipated and unanticipated expenses, upgrades, modifications, and project other expenses as much as possible. This Committee is subject to open meeting laws. Article VI. Enhancement Requests and Change Enablement Section 6.01 Change Enablement. See Appendix A for Enhancement Requests and Change Enablement (formerly Change Management). Article VII. Licenses Section 7.01 Obtaining Licenses. Each Participant will make a request to the Executive Director of the number of licenses anticpated for that Participant's operational needs. The Executive Director will approve all requests unless good cause exists to deny. Any denial is immediately appealable to the BOARD to determine whether the additional licenses shall issue. Section 7.02. Authorized Personnel. Participants will only allow its authorized individuals to register as Users and further agrees that Participant shall immediately inactivate its User's permissions following separation, or negligent or improper or unauthorized use. If Participant is unable to update the access/permissions themselves, Participant shall notify the Executive Director immediately to inactivate. Article VIII. Criminal Justice Agencies ("CA") The Board and the criminal justice agencies associated with PRIME agree to abideby the FBI Criminal Justice Information System (CJIS) Security Policy (CSP) for access to state and national Criminal Justice Information (CJI) as defined by the CSP as is more fully set forth by the Memorandum of Understanding Between the Criminal Justice Agencies of the Pinellas Regional Information Management Enterprise and Florida Department of Law Enforcement. 4 Article IX. Miscellaneous Section 9.01. Minimum Specifications. The Executive Director will review and ensure all Participants meet the minimum specifications to meet all audit and contractual requirements. Section 9.02. Fiscal Non -funding. If a Party invokes the fiscal non -funding clause, the Executive Director will summarize the status of all licenses and costs and bring the matter before the Board to address. Section 9.03. Notices. Any Party can update their contact information as set forth in the ILA section 9.02 by sending the new contact information to the Board and all other parties, specifically including the effective date. The Executive Director or his/her designee will maintain a list of the current contact information for all parties. Section 9.04. Amendments. The Board may amend the Bylaws consistent with the ILA. Section 9.05. Legal Representation. The Board may retain its own independent attorney. 5 Appendix A. Enhancement Requests and Change Enablement The purpose of the change enablement practice is to maximize the number of successful service and product changes by ensuring that risks have been appropriately assessed, changes have been authorized to proceed, and the change schedule is properly managed. In addition, this practice includes documenting the change, analyzing return on investment, informing customers and employees, and monitoring pre and post -implementation activities to ensure lasting benefits while responsibly managing the human side of change. It is important to distinguish change enablement from organizational change management. Organizational change management manages the people aspects of changes to ensure that improvements are implemented successfully. Conversely, change enablement usually focuses on changes to products and services. Enhancement Requests System and service enhancement requests from each PRIME Participant should be directed to the requesting agency's corresponding technical or operational Standing Committee representative or the Standing Committee chair. PRIME Standing Committee members will collectively review the underlying need for each enhancement request and evaluate the request for System and user impact as well as workable alternatives. Each Standing Committee Party will have one vote to approve or reject the enhancement request. If the enhancement request is passed by a majority vote and requires funding, the Executive Director will bring the enhancement request to the Board of Directors for approval. If funding is not a requirement, a PRIME staff member will submit the enhancement request to the vendor. Change Requests System and service change requests from each PRIME Participant should be directed to the requesting agency's corresponding technical or operational Standing Committee representative or Standing Committee chair. All changes should be assessed by Operational and Technical Standing Committee members who are able to understand the risks and the expected benefits. Standing Committee members will collectively review and classify changes and requests as Significant, Minor, or Emergency. Each Standing Committee Party will have one vote to approve or reject the change request. If the change request is passed, PRIME staff will record all Change requests in the Change Management System and implement the change. Minor Changes The Executive Director is responsible for overseeing and handling all minor change management requests related to the delivery of services and performance of the System identified by the Operational and Technical Standing Committees. Minor changes to the System shall be reviewed and vetted by the Technical or Operational Standing Committees, as appropriate, and implemented by the PRIME staff after approval from the Executive Director or his designee. A minor change includes: 6 • Picklist modification • Subject, vehicle, and address merges • Application updates • GIS updates • Report generation • Statute updates • Custom workflow • Custom forms Emergency Changes The Executive Director is responsible for overseeing and handling all emergency change management requests related to the delivery of services and performance of the System identified by the Operational and Technical Standing Committees. When possible, emergency changes to the System shall be reviewed and vetted by the Technical or Operational Standing Committees, as appropriate. If the Standing Committees are unavailable, an emergency change group consisting of at least two subject matter experts should review the change. If the change is approved, it will be implemented by the PRIME staff after approval from the Executive Director or his designee. The Executive Director will discuss Emergency Changes at the next regularly scheduled Board of Director's meeting. An Emergency change has at least one of the following characteristics: • High priority incident resolution • Severe or significant levels of service disruption • Significant data loss • No workaround is available, and the change is implemented outside the regularly scheduled maintenance window Significant Changes The Board of Directors is responsible for overseeing and handling all significant change management requests related to the delivery of services and performance of the System identified by the Operational and Technical Standing Committees. A significant change includes: • Items that require funding approval • Items that are highly visible or involve external stakeholders • Items with critical deadlines or timeframes • Items with high impact on systems, services, or business units • An item that may impede program progress • Any item deemed appropriate by the Executive Director Matters of significant change will be brought to the Board of Directors by the Executive Director at the next regularly scheduled meeting or, if circumstances require, at an emergency board meeting. In addition, each Board member will be provided an agenda of voting matters and supporting documents one week before the scheduled meeting or as soon as possible for emergency meetings. For rules surrounding voting, see Section 5.02 and Section 5.03. 7 PRIME Regional CAD/RMS Cost Estimate Breakdown AR REGIONALR911 PRIMELaw Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Software Cost Software Cost $1,984,816.00 $1,117,181.00 $4,415,577.00 $1,778,649.00 $1,493,912.00 $1,108,453.00 $1,493,912.00 $1,108,453.00 $1,493,912.00 $1,108,453.00 $1,493,912.00 $1,108,453.00 $1,493,912.00 $1,108,453.00 INFORMATION MANAGEMENTENTERPRIY County Funding ($6,400,393.00) ($2,895,830.00) Software Total $0.00 $0.00 $2,602,365.00 $2,602,365.00 $2,602,365.00 $2,602,365.00 $2,602,365.00 PRIME Personnel PRIME Operating $1,984,947.00 $2,044,496.00 $216,522.00 $173,000.00 $2,201,469.00 $2,217,496.00 $2,105,831.00 $173,000.00 $2,278,831.00 $2,169,006.00 $173,000.00 $2,342,006.00 $2,234,076.00 $173,000.00 $2,407,076.00 $2,301,098.00 $173,000.00 $2,474,098.00 $2,370,131.00 $173,000.00 $2,543,131.00 # Users % of Users % of Law Users Totals R911 2650 39.59% -- $871,640.95 $877,986.61 $2,396,183.35 $2,421,196.61 $2,446,960.17 $2,473,496.60 $2,500,829.25 $13,988,293.54 Law: PCSO 2047 30.58% 50.63% $673,301.52 $678,203.24 $1,258,179.79 $1,277,501.35 $1,297,402.49 $1,317,900.63 $1,339,013.81 $7,841,502.83 SPPD CPD 948 438 14.16% 6.54% 23.45% 10.83% $311,817.21 $314,087.29 $144,067.45 $145,116.28 $582,684.14 $269,214.83 $591,632.28 $273,349.09 $600,848.83 $277,607.37 $610,341.86 $281,993.39 $620,119.73 $283,742.73 $3,631,531.35 $1,675,091.13 LPD 237 3.54% 5.86% $77,954.30 $78,521.82 $145,671.04 $147,908.07 $150,212.21 $152,585.47 $155,029.93 $907,882.84 PPPD 139 2.08% 3.44% $45,720.03 $46,052.88 $85,435.76 $86,747.77 $88,099.14 $89,491.05 $90,924.73 $532,471.37 TSPD 67 1.00% 1.66% $22,037.71 $22,198.15 $41,181.26 $41,813.67 $42,465.05 $43,135.98 $43,827.03 $256,658.86 GPD TIPD 36 24 0.54% 0.36% 0.89% 0.59% $11,841.16 $11,927.37 $7,894.11 $7,951.58 $22,127.25 $14,751.50 $22,467.05 $14,978.03 $22,817.04 $15,211.36 $23,177.54 $15,451.69 $23,548.85 $15,699.23 $137,906.25 $91,937.50 KCPD 17 0.25% 0.42% $5,591.66 $5,632.37 $10,448.98 $10,609.44 $10,774.72 $10,944.95 $11,120.29 $65,122.40 BEPD ISPD 26 16 0.39% 0.24% 0.64% 0.40% $8,551.95 $8,614.21 $5,262.74 $5,301.05 $15,980.79 $9,834.33 $16,226.20 $9,985.35 $16,478.98 $10,140.91 $16,739.33 $10,301.13 $17,007.50 $10,466.16 $99,598.96 $61,291.67 PCS 48 0.72% 1.19% $15,788.21 $15,903.15 $29,502.99 $29,956.06 $30,422.73 $30,903.39 $31,398.47 $183,875.01 Law Total Users 4043 R911 Users 2650 Law + R911 Users 6693 * Figures are based on current estimates; final estimates will be calculated and distributed within 14 days of the full execution of the vendor contract.