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HomeMy WebLinkAbout09348 City Clerk’s Office Item # T-6 Background Paper for Proposed Ordinance COUNCIL MEETING DATE: September 10, 2018 TO: President Chris Nicoll and Members of City Council CC: Sam Azad, City Manager VIA: Brenda Armijo, Acting City Clerk FROM: Troy D. Davenport, Chief of Police SUBJECT: AN ORDINANCE APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF PUEBLO AND THE COLORADO INFORMATION SHARING CONSORTIUM (CISC), AND APPROVING AN ASSOCIATED MEMBER AGENCY JOINDER AGREEMENT BETWEEN THE CITY OF PUEBLO, THE COLORADO INFORMATION SHARING CONSORTIUM, AND NUMERICA CORPORATION, FOR THE SHARING OF LAW ENFORCEMENT DATA WITH OTHER AGENCIES IN THE STATE AND FOR THE SOFTWARE AND SERVICES RELATED THERETO, AT A COST OF $7,278.92, AND AUTHORIZING THE PRESIDENT OF COUNCIL TO EXECUTE THE SAME SUMMARY: Attached is an intergovernmental agreement between the City of Pueblo, a Municipal Corporation, and the Colorado Information Sharing Consortium (CISC), a Colorado local government entity, for the sharing of law enforcement data, and the associated member agency joinder agreement between the City of Pueblo, CISC, and Numerica Corporation, a Colorado corporation. PREVIOUS COUNCIL ACTION: City Council previously approved and signed the intergovernmental agreement on August 25, 2014. The City terminated its involvement in the intergovernmental agreement in 2017. BACKGROUND: In 2006, law enforcement agencies across Colorado agreed to share data with each other, creating the Colorado Information Sharing Consortium (CISC). In 2010, the City of Pueblo through the Police Department became a member and contributor of data to CISC. In 2016, CISC created the CISC Regional Data Warehouse (RDW) after ending its contract with Coplink, a data analysis program. In 2017, the agreement between CISC and the City of Pueblo was cancelled due to lack of functionality. Rejoining CISC will allow the City of Pueblo Police Department to access the information of over seventy-two (72) Colorado law enforcement agencies, their people, vehicles, narratives, and more. CISC partnered with Numerica and its Lumen Software to integrate data from the member agencies and their RMS, CAD and JMS, to make the data searchable. There are many benefits in rejoining CISC and purchasing Lumen for the City of Pueblo. Intelligence led policing is at the forefront of modern policing techniques and Lumen would allow the City to track criminals, their associates and vehicles, and to track trends in real time and across multiple jurisdictions. The facial recognition software will assist in a number of different areas, including theft from merchant and robbery cases. The ability to tie a face to an associated vehicle would also help to narrow the scope of investigations and give investigators starting points to find suspects and/or witnesses. FINANCIAL IMPLICATIONS: The cost of CISC membership and the Lumen Software will total $7,278.92. The membership fees with CISC for October 1-December 2018 will be $2,316.42. This cost is from the prorated regional data warehouse fee of $20 per certified officer and prorated CISC membership fee of $25.42 per certified officer, where the Pueblo Police Department has 204 certified officers. The Lumen Software provided through Numerica will cost an additional $4,962.50. This cost is a one- time $3,800.00 data integration fee, added to prorated license fees of $1,162.50 for 1 analyst, 6 investigators, and 25 mobile users. BOARD/COMMISSION RECOMMENDATION: None. STAKEHOLDER PROCESS: The CISC Board will need to approve the City of Pueblo rejoining CISC in order for the City’s rejoining to be effective. ALTERNATIVES: If City Council does not approve this Ordinance, the intergovernmental agreement and joinder agreement will not be executed and the City will not be able to utilize the CISC’s data. RECOMMENDATION: Approval of the Ordinance. Attachments: Intergovernmental Agreement of the Colorado Information Sharing Consortium Member Agency Joinder Agreement to the Services Agreement for a Law Enforcement Data Warehouse ORDINANCE NO. 9348 AN ORDINANCE APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF PUEBLO AND THE COLORADO INFORMATION SHARING CONSORTIUM (CISC), AND APPROVING AN ASSOCIATED MEMBER AGENCY JOINDER AGREEMENT BETWEEN THE CITY OF PUEBLO, THE COLORADO INFORMATION SHARING CONSORTIUM, AND NUMERICA CORPORATION, FOR THE SHARING OF LAW ENFORCEMENT DATA WITH OTHER AGENCIES IN THE STATE AND FOR THE SOFTWARE AND SERVICES RELATED THERETO, AT A COST OF $7,278.92, AND AUTHORIZING THE PRESIDENT OF COUNCIL TO EXECUTE THE SAME BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Intergovernmental Agreement of the Colorado Information Sharing Consortium (CISC) between the City of Pueblo, a Municipal Corporation, and CISC, a Colorado local government entity, for the sharing of law enforcement data, attached hereto and having been approved as to form by the City Attorney, is hereby approved. SECTION 2. The Member Agency Joinder Agreement to the Services Agreement for a Law Enforcement Data Warehouse between the City of Pueblo, a Municipal Corporation, and CISC, a Colorado local government entity, and Numerica Corporation, a Colorado corporation, for the sharing of law enforcement data and software and services related thereto, attached hereto and having been approved as to form by the City Attorney, is hereby approved. SECTION 3. The President of the City Council is hereby authorized and directed to execute said Intergovernmental Agreement and Member Agency Joinder Agreement for and on behalf of the City, and the City Clerk is directed to affix the seal of the City thereto and attest same. SECTION 4. The officers and staff of the City are directed and authorized to perform all acts consistent with the intent of this Ordinance and the attached Intergovernmental Agreement and Member Agency Joinder Agreement to effectuate the transactions described therein. SECTION 5. This Ordinance shall become effective immediately upon final passage and approval. INTRODUCED: September 10, 2018 BY: Ed Brown MEMBER OF CITY COUNCIL APPROVED: PRESIDENT OF CITY COUNCIL ATTESTED BY: ACTING CITY CLERK PASSED AND APPROVED: September 24, 2018 MEMBER AGENCY JOINDER AGREEMENT TO THE SERVICES AGREEMENT FOR A LAW ENFORCEMENT DATA WAREHOUSE This Member Agency Joinder Agreement to the Services Agreement for a Law Enforcement Data Warehouse (this "Joinder Agreement") is entered into as of 10101(18 (the "Joinder Effective Date"), by and among the Colorado Information Sharing Consortium, a Colorado local government entity (the "CISC"), Numerica Corporation, a Colorado corporation ("Numerica"), and the City of Pueblo, a Colorado local government entity (the "Joining Party"). Capitalized terms used in this Joinder Agreement and not otherwise defined are defined in the Services Agreement (including its attachments). RECITALS A. The CISC and Numerica entered into that certain Services Agreement for a Law Enforcement Data Warehouse dated June 13, 2016 (the "Services Agreement") for the integration the Data Warehouse, the maintenance and provision of a Data Warehouse Service, and for the provision of the Lumen Client Software Service. The Services Agreement is attached hereto as Attachment D-1 and is incorporated by reference. B. The Joining Party desires to become a party to the Services Agreement. As a party to the Services Agreement, the Joining Party will be considered a Member Agency and will have certain of its Records integrated into the Data Warehouse, will be provided with the Data Warehouse Service, and, at the election of the Member Agency, will be provided with the Lumen Client Software Service subject to the terms and conditions of the Services Agreement and this Joinder Agreement. C. The Joining Party has either executed or is committed to executing the CISC's IGA. Pursuant to the Services Agreement,Numerica will provide the Services set forth on SOW 01 to a Joining Party that has not signed the CISC's IGA, but will not provide the Services set forth on other Statements of Work until the Joining Party has executed the CISC's IGA. D. The Services Agreement requires that, in certain circumstances, each Member Agency shall pay its portion of a Project Fee to the CISC, who in turn shall remit the same to Numerica. The non-appropriations clause in the Services Agreement applies to this payment obligation. Neither Numerica nor the CISC can create any obligation on behalf of any Member Agency to pay all or any portion of a Project Fee. E. This Joinder Agreement may contain terms and conditions that modify or add to the terms and conditions in the Services Agreement; if so, the modifying or additional terms and conditions stated herein shall control over the terms and conditions stated in the Services Agreement solely between the Parties hereto. AGREEMENT NOW, THEREFORE, in consideration for the recitals, the mutual promises herein, and other good and valuable consideration, the adequacy and receipt of which is acknowledged, the Parties agree as follows: Member Agency Joinder Agreement to the Services Agreement for a Law Enforcement Data Warehouse 1. Joinder. The Joining Party joins in, becomes a party to, and agrees to be bound in all respects by the terms and conditions of the Services Agreement. The Joining Party is a "Member Agency" under the Services Agreement. 2. CISC's IGA. If the Joining Party has not executed the CISC's IGA, the Joining Party acknowledges that it will only be entitled to Services from Numerica under SOW 01 until the Joining Party has executed the CISC's IGA(unless the CISC agrees otherwise). The Joining Party agrees to work in good faith toward executing the CISC's IGA. 3. Lumen Entitlement. Pursuant to Section 3 of SOW 03, a Member Agency is entitled to a limited number of Subscription Licenses to the Lumen Client Software Services. Please refer to SOW 03 for further details. a. Indicate the number of FTE certified peace officers here: i° b. If the number of FTE certified peace officers is less than 58, a Member Agency is entitled to one Analyst Subscription License. c. If the number of FTE certified peace officers is equal to or greater than 58, indicate the number and type of Subscription Licenses requested. The total calculated cost of the requested Subscription Licenses cannot exceed$20 multiplied by the number of FTE certified peace officers; see SOW 03 for details and limitations. Analyst Subscription Licenses. Investigative Subscription Licenses: 4' M 1,\> Subscription Licenses- Indicate here if requesting an Enterprise Subscription License (with Analyst functionality): If requesting the Enterprise Subscription License, indicate the number of FTE certified officers employed: 4. Notice Information. Contact Person: Lam, \vc., Phone Number: \a S S Email. C�c�.�,*e�ct a? ' 41/4-9---\6\c' -.•••-5 Mailing Address: lc' < o\ VNe \C, Lc, <0°c5.-3 5. Additional Terms. Section 13(d) of the Services Agreement shall be amended to read as follows: d. Return of Confidential Information. Upon termination of this Agreement: (i) the Receiving Party will at Disclosing Party's option, immediately destroy or deliver to the 2 Member Agency Joinder Agreement to the Services Agreement for a Law Enforcement Data Warehouse Disclosing Party the originals and all copies of any and all materials and writings, including data, received from, created for, or belonging to the Disclosing Party which relate to or contain any Confidential Information; and (ii)the Receiving Party will permanently delete any and all Confidential Information from all computers and other electronic data storage devices in the Receiving Party's or its agent's or employee's control. If the Disclosing Party opts to destroy the Confidential Information, Receiving Party will provide a written certification of the destruction of the Confidential Information to the Disclosing Party. A new Section 20(x) shall be added to the Services Agreement, to read: x. Personal Identifying Information. In consideration for and as a condition of this Agreement, including any exhibits or statements of work, Numerica warrants and guarantees that,consistent with the requirements of Section 6-1-71 3.5, C.R.S.,as amended, Numerica has implemented and shall maintain reasonable security procedures and practices that are: (i) Appropriate to the nature of the personal identifying information disclosed to Numerica; and (ii) Reasonably designed to help protect the personal identifying information from unauthorized access, use, modification, disclosure, or destruction. Numerica shall have primary responsibility for implementing and maintaining reasonable security procedures and practices appropriate to the personal identifying information. 3 Member Agency Joinder Agreement to the Services Agreement for a Law Enforcement Data Warehouse IN WITNESS WHEREOF,the Parties are executing this Joinder Agreement to signify their acceptance of all the terms and conditions stated above, to be effective as of the Joinder Effective Date, regardless of the date of actual signature. COLORADO INFORMATION SHARING NuMERICA CORPORATION CONSORTIUM VO I By: ; B . 4 Name: Dav'd Shiple Name: Je f Poore Title: Ex; utive Director Title: President Date: !o(�►� Date: ��110 Y O PUEB 0 By: ,er Name. ' istopher:11Nigtoll Title: President of City Council Date: 4 Member Agency Joinder Agreement to the Services Agreement for a Law Enforcement Data Warehouse ATTACHMENT D-1 SERVICES AGREEMENT FOR A LAW ENFORCEMENT DATA WAREHOUSE 5 INTERGOVERNMENTAL AGREEMENT OF THE COLORADO INFORMATION SHARING CONSORTIUM TABLE OF CONTENTS RECITALS DEFINITIONS 01. Definitions 2 CREATION OF THE COLORADO INFORMATION SHARING CONSORTIUM 02. Creation of the CISC 2 03. Principal Place of Business 2 04. CISC Purpose 3 DATA SHARING AGREEMENT 05. Data Sharing 3 06. Data Use 3 07. Personnel Authorized to Access Data 3 08. Data Security 3 09. Data Custody and Control 3 10. Data Accuracy 3 11. Intelligence Information 3 POWERS OF THE COLORADO INFORMATION SHARING CONSORTIUM 12. Powers of the CISC 4 13. Restrictions on Powers of the CISC 4 BOARD OF DIRECTORS 14. Board of Directors 5 15. Number of Directors, Term, and Term Limits 5 16. Eligibility, Appointment, Removal, and Vacancies 5 17. Compensation 5 18. Action of the Board at a Meeting 5 19. Committees 6 20. Alternates and Absentee Voting 6 21. Representative's Right to Attend Meetings 6 MANAGEMENT OF THE CISC 22. CISC Manager 6 D. Additional Assistance from Assigned Employees 7 FINANCIAL 24. Deposits and Expenditures 8 25. Fiscal Agent 8 26. Fiscal Year 8 27. No Multiple Year Fiscal Obligations 8 RIGHTS OF PARTIES 28. No Duty to Pay Membership, Annual, or Other Fees 8 29. Voluntary Assumption of Debts 8 30. Financial Responsibility 8 Intergovernmental Agreement of the Colorado Information Sharing Consortium ii 31. Examination of Records 8 32. Addition of New Parties 9 33. Right to Terminate Participation 9 GENERAL PROVISIONS 34. Amendments 9 35. Construction and Interpretation 9 36. Duplicate Counterparts 9 37. Entire Agreement 10 38. Governing Law 10 39. Indemnification 10 40. Mediation 10 41. No Third-Party Beneficiaries 10 42. Severability 10 41 Term 10 44. Termination 10 Intergovernmental Agreement of the Colorado Information Sharing Consortium IZZ INTERGOVERNMENTAL AGREEMENT OF THE COLORADO INFORMATION SHARING CONSORTIUM THIS INTERGOVERNMENTAL AGREEMENT (the "Agreement") is effective as of the 7th day of April, 2014 (the "Effective Date," as further defined below) by and between the Adams County Sheriff's Office, the Arapahoe County Sheriff's Office, the City of Aurora, the Colorado Department of Public Safety of the State of Colorado, the City of Colorado Springs, the City of Commerce City, the City and County of Denver, the Douglas County Sheriffs Office, the City of Grand Junction, the Board of County Commissioners of the County of Jefferson, the Board of County Commissioners of the County of Mesa, and all other entities or agencies that sign this Agreement consistent with the requirements herein (individually a "Party" and collectively the "Parties"). RECITALS WHEREAS, the Parties are each authorized to lawfully provide, establish, maintain, and operate law enforcement services; WHEREAS, Part 2 of Article 1, Title 29 of the Colorado Revised Statutes (the "C.R.S.") encourages and authorizes intergovernmental agreements for the joint and cooperative provision of public services; WHEREAS, C.R.S. § 29-1-203 authorizes governments to cooperate and contract with one another to provide any function, service, or facility lawfully authorized to each and to establish a separate legal entity to do so; WHEREAS, 21 U.S.C. § 873 and regulations promulgated thereunder authorize certain agencies within the Federal government to cooperate with local, state, tribal, and Federal agencies for the purpose of exchanging certain information; WHEREAS, the Parties, along with other Colorado law enforcement entities, have previously entered into a nonbinding and voluntary memorandum of understanding (the "MOU") to jointly develop the statewide Colorado Information Sharing Consortium (the "CISC") with the purpose and intent of sharing law enforcement information, primarily through a software product known as COPLINK; WHEREAS, the Parties, along with the other signatories of the MOU, have determined that it is in the public's best interest to formalize the CISC into a legal entity in order to permit the CISC to enter into contracts and utilize economies of scale for the purchase of future services, products, and maintenance and to enter into information sharing agreements with jurisdictions outside the State of Colorado; WHEREAS, the Parties and other signatories of the MOU have agreed to organize and operate a separate legal entity pursuant to C.R.S. § 29-1-203(4), which shall be known as the Colorado Information Sharing Consortium; and WHEREAS, the Parties intend for other entities or agencies to join as Parties to this Agreement by signing a separate signature page to this Agreement consistent with the requirements herein. Intergovernmental Agreement of the Colorado Information Sharing Consortium Page 1 of 16 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereby agree as follows: DEFINITIONS I. Definitions. In addition to the above defined terms, the following terms shall have the meaning ascribed to them. a. "Assigned Employee" shall mean a Party's employee assigned to work full- or part-time on behalf of the CISC. b. "Board" shall mean the Board of Directors of the CISC. c. "Data" shall mean facts, detailed information, police report narratives, supplemental report narratives, other text-related information as determined and released by each Party's internal information sharing policy, and other materials provided by a Party to the CISC. "Data" shall not mean Intelligence Information (defined below). d. "Director" shall mean a director on the Board of the CISC. e. "Effective Date" shall be the date written in the preamble, which shall be the date on which the sixth Party signed this Agreement. f. "Intelligence Information" shall mean evaluated data relevant to the identification of criminal activity engaged in by an individual or organization reasonably suspected of involvement in criminal activity that meets criminal intelligence system submission criteria as set forth in Part 23 of Title 28 of the Code of Federal Regulations. Intelligence Information is a criminal justice record pursuant to C.R.S. § 24-72-302(4). g. "Manager" shall mean a person who is assigned to manage the day-to-day operations of the CISC. h. "Representative" shall mean the chief law enforcement officer of each Party or the person designated by the chief law enforcement officer of each Party. CREATION OF THE COLORADO INFORMATION SHARING CONSORTIUM 2. Creation of the CISC. Pursuant to C.R.S. § 29-1-203(4), the Parties hereby create a separate legal entity known as the Colorado Information Sharing Consortium, or CISC, which shall have the powers, authorities, duties, privileges, immunities, rights, and responsibilities as set forth herein. 3. Principal Place of Business. The principal place of business of the CISC shall be 15001 East Alameda Parkway, Aurora, CO 80012, unless and until otherwise established from time to time by the Board. 4. CISC Purpose. The purpose of the CISC is to facilitate the sharing of Data and Intelligence Information between the Parties and non-Party governmental entities and agencies authorized by the Board. Intergovernmental Agreement of the Colorado Information Sharing Consortium Page 2 of 16 DATA SHARING AGREEMENT 5. Data Sharing. Each Party shall share Data with the Parties and with non-Party governmental entities or agencies authorized by the Board. 6. Data Use. Shared Data shall only be used for law enforcement purposes consistent with the welfare and protection of the general public. 7. Personnel Authorized to Access Data. Only the Parties' employees and employees of non-Party governmental entities or agencies authorized by the Board shall be allowed to access the Data. All persons with access to the Data must first pass an adequate background screen. The Board shall determine what constitutes an adequate background screen for the purpose of access to Data. 8. Data Security. The Parties and any non-Party governmental entities or agencies authorized by the Board shall maintain, enforce, and follow security requirements for the Data as specified by the Board, including requirements on network configuration and network access. 9. Data Custody and Control. Each Party shall retain custody and control and shall remain the official custodian of any Data shared by that Party. The CISC shall not have custody and control and shall not be the official custodian of any Data. The CISC shall not release any Data pursuant to a request under Part 2 or Part 3 of Article 72, Title 24, C.R.S. or pursuant to a subpoena unless specifically ordered to do so by a court of competent jurisdiction. 10. Data Accuracy. The Parties understand that the Data shared by the Parties may not be accurate. The Board may set standards and requirements for Parties to correct inaccurate Data. 11. Intelligence Information. a. No Obligation to Share. No Party shall be required to share Intelligence Information and may deny a request to share Intelligence Information for any reason. b. Standard for Sharing. When Intelligence Information is disseminated through the CISC, it shall be disseminated consistent with Part 23 of Title 28 of the Code of Federal Regulations. c. Policies and Procedures. The Board may set policies and procedures regarding Intelligence Information use, receipt, maintenance, security, and dissemination not inconsistent with Part 23 of Title 28 of the Code of Federal Regulations. d. Intelligence Information Custody and Control. All Intelligence Information shall remain the sole proprietary information of the Party contributing that Intelligence Information. Each Party shall retain custody and control and shall remain the official custodian of any Intelligence Information shared by that Party. The CISC shall not have custody and control and shall not be the official custodian of any Intelligence Information. The CISC shall not release any Intelligence Information pursuant to a request under Part 2 or Part 3 of Article 72, Title 24, C.R.S. or pursuant to a subpoena unless specifically ordered to do so by a court of competent jurisdiction. Intergovernmental Agreement of the Colorado Information Sharing Consortium Page 3 01 76 POWERS OF THE COLORADO INFORMATION SHARING CONSORTIUM 12. Powers of the CISC. In order to enable the CISC to carry out its functions and provide the services described herein, the CISC shall have the power: a. Acquire Property. To acquire, hold, lease (as lessor or lessee), sell, or otherwise dispose of any legal or equitable interest in real or personal property; b. Add Parties. To approve other governmental entities or agencies authorized to lawfully provide, establish, maintain, or operate law enforcement services to join the CISC on the conditions determined by the Board; c. Adopt Rules and Regulations. To adopt rules and regulations regarding the exercise of its powers and the carrying out of its purposes; d. Apply for Grants. To apply for and receive grants in its own name; e. Conduct Business. To conduct its business and affairs for the benefit of the Parties and their residents; f. Contract. To enter into, make, and perform contracts of every kind; g. Engage Agents. To engage, employ, or appoint agents, including but not limited to accountants, architects, attorneys, consultants, employees, engineers, and managers and to pay the direct and indirect reasonable costs of such agents for services rendered to the CISC; h. Fees and Charges. To assess, fix, maintain, and revise fees and charges for functions, services, or facilities provided by the CISC or to cover the cost of operating and managing the CISC; however, pursuant to paragraph 28, neither the CISC nor any Party shall have the power to compel a Party to pay any fees, rates, or charges; i. Incur Debt. To incur debts and obligations, deliver bonds or notes for monies borrowed or other obligations of the CISC, and to secure the payment of such bonds or obligations, except that no party shall be liable for any debts or obligations of the CISC; j. Legal Process. To litigate, arbitrate, or mediate in its own name; k. Receive Contributions. To receive contributions of gifts, grants, or services; and 1. Terminate a Party's Participation in this Agreement. To terminate or limit a Party's participation in this Agreement. 13. Restrictions on Powers of the CISC. The CISC shall not have the power: a. Eminent Domain. To take property by eminent domain; b. Obligate Payment. To obligate a Party to pay any money to the CISC or to another Party, except that the CISC may enter into contracts with Parties for the payment of money; or c. Tax. To impose taxes. Intergovernmental Agreement of the Colorado Information Sharing Consortium Page 4of16 BOARD OF DIRECTORS 14. Board of Directors. The governing body of the CISC shall be the Board, in which all administrative and legislative power of the CISC is vested. The purpose of the Board is to set policy for the CISC and decide important issues of the CISC. 15. Number of Directors, Term, and Term Limits. There shall be eleven (1 1) Directors on the Board. Six (6) Directors shall have terms that expire on March 31 of every even numbered year. Five (5) Directors shall have terms that expire on March 31 of every odd numbered year. There shall be no limit to the number of terms an individual may serve as a Director. 16. Eligibility, Appointment, Removal, and Vacancies. Each Director must be an employee of a Party. If a Director is no longer employed by a Party, the Director shall no longer be a Director. A Director may resign at any time and for any reason by giving two weeks prior written notice to the Board. A vacant Director position shall be filled by majority vote of the Representatives as soon as practicable. a. Initial Appointment. The initial Directors shall be appointed by the Representatives of the eleven named Parties listed in the preamble of this Agreement. The Representatives of the first six(6) named Parties that agree to and sign this Agreement shall each appoint one Director, whose terms shall expire on March 31, 2016. The Representatives of the next five (5) named Parties that agree to and sign this Agreement shall each appoint one Director, whose terms shall expire on March 31, 2015. b. Subsequent Appointment. After the initial Directors' terms expire, all subsequent Directors shall be appointed by a majority vote of the Representatives. 17. Compensation. A Director shall not receive compensation for the Director's service to the CISC. The Board may provide for reimbursement to a Director, Representative, or other person for actual and reasonable expenses incurred while performing duties for the CISC. At no time shall a Director or a Representative be considered an employee of the CISC. 18. Action by the Board at a Meeting. Meetings of the Board may be held at any place that a majority of the Directors on the Board may determine. Directors may attend the meeting in person or by conference telephone or similar communications equipment, and such participation at a meeting shall constitute attendance. The following rules shall apply. a. Quorum. The attendance of at least a majority of the Directors of the Board shall constitute a quorum for the transaction of business. b. Voting. The affirmative vote of a majority of the Directors on the Board that are present at any meeting at which there is a quorum shall be an act of the Board, unless a supermajority is specified herein or by rules adopted by the Board. c. Minutes. Minutes of each meeting and a record of each decision shall be kept by the Board. 19. Committees. The Board may designate one or more committees that shall serve at the pleasure of the Board. Any committees shall have the powers and responsibilities granted by the Board to that committee. Intergovernmental Agreement of the Colorado Information Sharing Consortium Page 5 of 16 20. Alternates and Absentee Voting. A Director may appoint an alternate who will have the same voting rights as the Director when participating in Board meetings in the absence of the Director. Alternates must be employed by a Party. Absentee voting, where a Director votes without attending a meeting (whether in person or by other communications equipment) or without appointing an alternate, is not allowed. 21. Representative's Right to Attend Meetings. Each Representative, or an alternate, shall have the right to attend, whether in person or by conference telephone or similar communications equipment, any meeting of the Board and to voice opinions on any matter concerning the CISC. MANAGEMENT OF THE CISC 22. CISC Manager. a. Appointment. Upon request from the Board, the Representatives shall jointly nominate one or more persons to be the Manager and submit those persons' names to the Board. Based on those nominations, the Board shall select one or more persons to be the Manager. The appointment of a Manager shall be contingent upon the approval of the Representative of the Party employing the Manager. b. CISC Manager. The Manager shall manage the day-to-day operations of the CISC and undertake and execute the Board's instructions and directions. The Manager shall have the administrative authority necessary to perform the tasks and responsibilities assigned pursuant to this Agreement. The Board may grant to the Manager any additional administrative authority as the Board deems necessary. The Manager shall attend all meetings of the Board and follow the Board's instructions and directions. c. Eligibility and Employment. The person(s) serving as the Manager must be an employee of a Party at all times during that person's tenure as the Manager. The Manager shall not be considered an employee of the CISC. The Board may hire an employee of the CISC under terms written and negotiated by the Board to perform the duties of the Manager under the supervision and direction of the Board. d. Term. The Manager's term is expected to last for two (2) years, but the actual length (whether longer or shorter) shall be determined by agreement between the Board and the Representative of the Party employing the Manager. Whether the Manager works full- or part-time on CISC matters shall be determined by agreement between the Board and the Representative of the Party employing the Manager. The Board may remove the Manager at any time and for any reason. The Representative of the Party employing the Manager may recall the Manager at any time and for any reason by giving sixty(60) days prior written notice to the Board, unless the Representative and the Board agree to other notification requirements. e. Compensation. The Party employing the Manager shall bear the full cost of the Manager. The CISC shall not be obligated to reimburse the Party employing the Manager for the cost of the Manager. However, the Board may assess an annual fee on the Parties to reimburse the Party employing the Manager (or the CISC, if the CISC hires an employee to perform the duties of the Manager) for all or part of the costs associated with employing the Manager. As is stated in paragraph 28 of this Agreement, and consistent with that paragraph, no Party is obligated to pay any annual fees but may be denied access to the CISC or face other non-monetary penalties. Intergovernmental Agreement of the Colorado Information Sharing Consortium Page 6 of 16 23. Additional Assistance from Assigned Employees. a. Appointment. The Board may seek an Assigned Employee from the Parties. Upon request from the Board, any Representative may volunteer one or more Assigned Employees to work full- or part-time on behalf of the CISC. The Board may accept or decline the person volunteered to become an Assigned Employee. b. Assigned Employees. Each Assigned Employee shall work under the supervision and direction of the Manager. Each Assigned Employee shall have the administrative authority necessary to undertake and execute the tasks and responsibilities assigned by the Manager and the Board. The Board may grant to any Assigned Employee any additional administrative authority as the Board deems necessary. An Assigned Employee shall attend meetings of the Board if and when the Board or the Manager requests that Assigned Employee's presence. c. Eligibility and Employment. Any person serving as an Assigned Employee must be an employee of a Party at all times during that person's tenure as an Assigned Employee. The Assigned Employee shall not be considered an employee of the CISC. The Board may hire one or more full- or part-time employees of the CISC under terms written and negotiated by the Board to work under the supervision and direction of the Manager and the Board. d. Term. The Assigned Employee's term shall be determined by agreement between the Board and the Representative of the Party employing the Assigned Employee. Whether the Assigned Employee works full- or part-time on CISC matters shall be determined by agreement between the Board and the Representative of the Party employing the Assigned Employee. The Board may remove the Assigned Employee at any time and for any reason. The Representative of the Party employing the Assigned Employee may recall the Assigned Employee at any time and for any reason by giving thirty(30) days prior written notice to the Board, unless the Representative and the Board agree to other notification requirements. e. Compensation. The Party employing an Assigned Employee shall bear the full cost of that Assigned Employee. The CISC shall not be obligated to reimburse the Party employing the Assigned Employee for the cost of the Assigned Employee. However, the Board may assess an annual fee on the Parties to reimburse the Party employing the Assigned Employee (or the CISC, if the CISC employs an employee to perform the duties of the Assigned Employee) for all or part of the costs associated with employing the Assigned Employee. As is stated in paragraph 28 of this Agreement, and consistent with that paragraph, no Party is obligated to pay any annual fees but may be denied access to the CISC or face other non-monetary penalties. FINANCIAL 24. Deposits and Expenditures. All funds of the CISC shall be deposited to the credit of the CISC in an interest bearing account. No payments or withdrawals of such funds in an amount over five hundred dollars ($500) shall be allowed without prior approval of the Board and the written authorization of two (2) Directors. Payments or withdrawals of such funds in amounts up to and including five hundred dollars ($500) may be authorized by the Manager. Intergovernmental Agreement of the Colorado Information Sharing Consortium Page 7 of 16 25. Fiscal Agent. The Board may request that a Party or other entity be the fiscal agent for the CISC. 26. Fiscal Year. The fiscal year of the CISC shall be January 1 through December 31 of each year. 27. No Multiple Year Fiscal Obligations. The Parties do not intend to create a multiple year fiscal obligation for any Party by virtue of this Agreement. The Parties acknowledge that any future monetary obligations of any Party are subject to sufficient appropriations by each Party and such appropriations are not guaranteed to be made. RIGHTS OF PARTIES 28. No Duty to Pay Membership, Annual, or Other Fees. No Party shall be required by this Agreement to pay any membership, annual, or other fees or charges imposed by the Board. The sole remedy for the failure of a Party to pay any fees or charges shall be, at the Board's discretion, (a) exclusion from the CISC, (b) denial of Data and Intelligence Information sharing with other Parties through the CISC, (c) loss of any or all of the privileges and rights of a Party, (d)termination of the non-paying Party's participation in this Agreement, or (e) any combination of the foregoing as determined by the Board. 29. Voluntary Assumption of Debts. A Party may voluntarily elect to be liable, in whole or in part, for any or all of the debts, liabilities, or obligations of the CISC at the sole discretion of that Party. 30. Financial Responsibility. The CISC shall not be required to pay any Party's costs associated with acquiring or maintaining any hardware or licensed software necessary for that Party to participate in the CISC. The Board may agree to pay for expenses incurred by a Party that, in furtherance of the CISC's purposes, (a) maintains goods for use by other Parties or (b) provides services to other Parties. 31. Examination of Records. Any authorized agent of a Party, including an authorized auditor or his or her representative, has the right to access and the right to examine any pertinent fiscal books, documents, papers, and records of the CISC involving fiscal transactions for three (3) years after the date of the fiscal transaction. 32. Addition of New Parties. a. Law Enforcement Requirement. All Parties, and any entity or agency that becomes a Party, must be governmental entities or agencies that are authorized to lawfully provide, establish, maintain, and operate law enforcement services. b. Signatories of the MOU. All entities and agencies that signed the MOU prior to the Effective Date are vested with approval to become Parties by signing a separate signature page to this Agreement that states that the new Party agrees to the terms and conditions of this Agreement. Upon delivery of the signed signature page to the Manager, satisfaction of any conditions imposed by the Board, and payment of any CISC membership fees, if applicable, such entity or agency shall be a Party. c. Non-Signatories of the MOU. Any entity or agency that did not sign the MOU prior to the Effective Date may become a Party by (i) gaining approval of the Board and (ii) signing a separate signature page to this Agreement that states that the new Party Intergovernmental Agreement of the Colorado Information Sharing Consortium Page 8 of 16 agrees to the terms and conditions of this Agreement. Upon delivery of the signed signature page to the Manager, satisfaction of any conditions imposed by the Board, and payment of any CISC membership fees, if applicable, such entity or agency shall be a Party. d. CISC Membership Fee. Any entity or agency that signed the MOU prior to the Effective Date and paid a CISC membership fee at that time shall not be required to pay an additional membership fee in order to join the CISC. Any entity or agency that (i) signed the MOU prior to the Effective Date but did not pay a CISC membership fee at the time or (ii) did not sign the MOU prior to the Effective Date may be required to pay a CISC membership fee in an amount determined by the Board as a condition of becoming a Party. 33. Right to Terminate Participation. A Party may terminate its participation in this Agreement by giving written notice to the Board at least sixty (60) days prior to the date of termination, unless the Board and a specific Party have agreed on a different notice period. GENERAL PROVISIONS 34. Amendments. This Agreement shall not be amended unless seventy-five percent (75%)of the Representatives approve such amendment in writing. The sole remedy for any Party that disagrees with any amendments is to terminate its participation in this Agreement. 35. Construction and Interpretation. The table of contents and the section and other headings and subheadings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties, and shall not in any way affect the meaning or interpretation of this Agreement. 36. Duplicate Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original. The signature of any Party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. 37. Entire Agreement. This Agreement embodies the entire understanding and agreement among the Parties concerning the CISC and supersedes any and all prior negotiations, understandings, or agreements, including the MOU. 38. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Colorado to the extent not inconsistent with Federal law. 39. Indemnification. Without waiving the protections, limitations, and requirements of the Colorado Governmental Immunity Act in Article 10, Title 24, C.R.S., each Director, Representative, Manager, Assigned Employee, officer, agent, and volunteer shall be provided with a legal defense and indemnification as provided by that person's employer to the extent not inconsistent with Federal law. 40. Mediation. In the event of a dispute between the Parties regarding the interpretation of this Agreement or regarding any issue arising under this Agreement, the Parties hereby agree to the following mediation procedure. First, the disagreeing Parties will submit the issue to the Representatives, who will mediate the disagreement and try to devise an acceptable solution. If that process fails, the disagreeing Parties will submit the issue to the highest elected officials of each Party(e.g., the Mayor of a city or the County Commissioners of a county) who will mediate the disagreement and try to devise an acceptable solution. The highest elected official of each Intergovernmental Agreement of the Colorado Information Sharing Consortium Page 9 of 16 Party may approve a designee to mediate on behalf of that Party. The Parties agree to mediate in good faith. If any disagreeing Party requests a mediator, the disagreeing Parties shall jointly select a mediator and share the cost of the mediator equally. Decisions by the Board are not subject to mediation. This paragraph shall apply to the extent not inconsistent with Federal law. 41. No Third-Party Beneficiaries. Nothing in this Agreement shall be deemed to create any third-party benefits or beneficiaries or create a right or cause of action for the enforcement of this Agreement's terms in any entity or person not a Party to this Agreement including any agents, employees, officers, or volunteers of any Party or any entity with whom the CISC contracts. 42. Severability. In the event that any of the terms, covenants, or conditions of this Agreement or their application shall be held invalid as to any Party, entity, or person by a court of competent jurisdiction, (a) the remainder of this Agreement shall not be affected thereby, (b) such determination shall not affect or impair the validity or enforceability of any other provision, and (c)the remaining provisions shall be interpreted and applied so far as possible to reflect the original intent and purpose of this Agreement. 43. Term. The term of this Agreement shall be unlimited and shall extend until terminated as provided herein. 44. Termination. This Agreement may be terminated upon agreement in writing of seventy- five percent (75%) of the Representatives. Upon termination of the CISC, any monetary funds held by the CISC shall be distributed, after paying the debts and obligations of the CISC, to the Parties proportionate with the number of sworn law enforcement officers employed by each Party. Additionally, upon termination of the CISC, any non-monetary assets shall become the property of the Party in possession of those assets. [SIGNATURE PAGES TO FOLLOW] Intergovernmental Agreement of the Colorado Information Sharing Consortium Page 10 of 16 SEPARATE SIGNATURE PAGE To THE INTERGOVERNMENTAL AGREEMENT OF THE COLORADO INFORMATION SHARING CONSORTIUM By signing this separate signature page to the Intergovernmental Agreement of the Colorado Information Sharing Consortium (the "Agreement"), the undersigned agrees to be bound by the terms and conditions of the Agreement. Consistent with paragraph 32 of the Agreement, upon delivery of this signed signature page to the Manager of the CISC, satisfaction of any conditions imposed by the Board, if applicable, and payment of any CISC membership fees, if applicable,the undersigned shall be a Party to the Agreement with all the rights and responsibilities thereunder.This signature page shall be appended to the Agreement and shall become part of the Agreement as of the date listed below. Name of Entity: City of Pueblo By:ift- Name: Christopher A. Nicoll Title: President of City Council Date: 9 -; v' 1 Attest:4)4( cia (LIAvutio Name: ar-¢rica arraJc, pc-4-1.n9 C 1-k C.l er IL Intergovernmental Agreement of the Colorado Information Sharing Consortium Separate Signature Page (Rev 7/17)