HomeMy WebLinkAbout11-24-2014 MUNICIPAL SERVICES COMMITTEE AGENDA,A BURN
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CALL TO ORDER
A. Roll Call
B. Announcements
C. Agenda Modifications
Municipal Services Committee
November 24, 2014 - 3:30 PM
City Hall Conference Room 3
AGENDA
II. CONSENT AGENDA
A. Minutes -November 10, 2014* (Peloza)
III. ACTION
A. Ordinance No. 6543* (Held)
An Ordinance of the City Council of the City of Auburn, Washington, amending
Section 10.36.270 of the Auburn City Code related to parking restrictions.
B. Resolution No. 5110* (Held)
A Resolution of the City Council of the City of Auburn, Washington, authorizing
the Mayor to negotiate and execute interlocal agreements between the City of
Auburn and King County and the Cities of Bellevue, Federal Way, Issaquah,
Kent, Kirkland, Mercer Island, Redmond, Renton, Seattle and Tukwila for the
establishment, implementation and operation of the Puget Sound Emergency
Radio Network System (PSERN).
IV. DISCUSSION ITEMS
A. Project Matrix* (Peloza)
V. ADJOURNMENT
Agendas and minutes are available to the public at the City Clerk's Office, on the City
website (http: / /www.auburnwa.pov), and via e -mail. Complete agenda packets are
available for review at the City Clerk's Office.
*Denotes attachments included in the agenda packet.
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Agenda Subject:
Minutes - November 10, 2014
AGENDA BILL APPROVAL FORM
Department: Attachments:
Police Minus ® 1 z7
Administrative Recommendation:
Background Summary:
Reviewed by Council Committees:
Councilmember: Peloza
Meeting Date: November 24, 2014
Date:
November 19, 2014
Budget Impact:
$0
Staff: Peloza
Item Number: CA.A
CA.A AUBURN * MORE THAN YOU IMAGINED Page 2 of 80
A C. 0d
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CALL TO ORDER
Municipal Services Committee
November 10, 2014 - 3:30 PM
City Hall Conference Room 3
MINUTES
Chair Peloza called the meeting to order at 3:30 p.m. in Conference
Room 3 of City Hall, 25 West Main Street, Auburn, WA.
A. Roll Call
Members present: Chair Bill Peloza, Vice Chair Wayne Osborne
and Member Claude DaCorsi.
Staff present were: Mayor Nancy Backus, Chief of Police Bob Lee;
City Attorney Dan Heid, Finance Director Shelley Coleman;
Emergency Preparedness Manager Sarah Miller; and Police
Secretary Sue Van Slyke.
Others present: Robert Whale of the Auburn Reporter.
B. Announcements
There were no announcements.
C. Agenda Modifications
Resolution No. 5110 (Heid)
An agenda modification for Resolution No. 5110 was presented
by City Attorney Dan Heid. Resolution No. 5110 authorizes the
Mayor to negotiate and execute interlocal agreements between
the City of Auburn and King County and the cities of Bellevue,
Federal Way, Issaquah, Kent, Kirkland, Mercer Island,
Redmond, Renton, Seattle and Tukwila for the establishment,
implementation and operation of the Puget Sound Emergency
Radio Network System (PSERN).
Mr. Heid explained that the agreement is to establish a
replacement emergency radio system since the exiting system
is outdated. King County is planning to place a bond issue on
the ballot for April 2015. This agreement in discussion is not in
full and complete final form. Presented are the most current
collection of terms that have been developed. Exhibit A is for the
formation mechanism that will create the radio system and is for
all parties that currently have radio systems. Exhibit B will be the
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CA.A Page 3 of 80
operation system which will be a separate non - profit. If the bond
issue is approved by the voters for the replacement radio
system, the end result is to become one network instead of
multiple networks which will place all user groups under one
common umbrella.
Mayor Backus stressed that the existing equipment must be
replaced due to the fact that the current vendor, Motorola, will
no longer support the equipment after 2017. The bond is
designated for equipment only. Mr. Heid stated that user fees
will provide the operational costs. All Cities will have a user
agreement. The City of Auburn's outlay will most likely be
included in the 2020/21 budget.
Vice Chair Osborne moved and Member DaCorsi seconded to
move Resolution No. 5096 to full council for consideration.
Motion carried unanimously. 3 -0
II. CONSENT AGENDA
A. Minutes - October 27, 2014 (Peloza)
Vice Chair Osborne moved and Member DaCorsi seconded to
approve the October 27, 2104 Municipal Services Committee
meeting minutes as written.
Motion carried unanimously. 3 -0
III. ACTION
A. Resolution No. 5096 (Miller)
Emergency Preparedness Manager Sarah Miller presented
Resolution No. 5096 to the Committee. Resolution No. 5096 will
authorize the adoption of the 2014 King County Regional Hazard
Mitigation Plan including the City of Auburn Plan Annex.
Ms. Miller stated that the City of Auburn was a signatory to the King
County Regional Hazard Mitigation Plan in the past but conducted a
"stand alone" mitigation plan in 2014. If this plan is adopted, it would
put the City of Auburn on the same cycle as the county so the city
would always be part of the King County plan. Having a Hazard
Mitigation plan makes the City eligible for Hazardous Mitigation
grants, two of which are in process; Public Works and IT. Ms. Miller
informed the Committee that the City of Auburn cannot make any
changes to this document except to the City of Auburn Annex.
Committee discussion was held. Vice Chair Osborne inquired as to
the Critical Facilities list on page 85 and about any federal facilities
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CA.A Page 4 of 80
within the city of Auburn. Ms. Miller explained that the facilities are
specified by the Federal government as to what is designated as a
critical facility. Vice Chair Osborne suggested that the FAA facility
located in Auburn should be on the list.
Chair Peloza inquired as to why the City of Auburn is not a member
of the Cities Climate change partnership as listed on page 108. Ms.
Miller stated that she does not believe we are part of that specific
partnership and the document implies that it is an Eastside
collaboration, with the exception of Tukwila.
Vice Chair Osborne considered the 500 Year Flood Plan shown on
page 199 and asked how these critical facilities were determined,
especially for schools. Vice Chair Osborne stipulated that Cascade
Middle School would be affected.
Ms. Miller will check into these issues and report back to the
Committee.
Vice Chair Osborne moved and Member DaCorsi seconded to move
Resolution No. 5096 to full council for consideration.
Motion carried unanimously. 3 -0
IV. DISCUSSION ITEMS
A. Pet Licensing Program /AVHS Board Review (Coleman)
Finance Director Shelley Coleman discussed the Pet Licensing
Program and the AVHS Board Review with the Committee. Director
Coleman stated that the program has improved over time and is
bringing in more revenue. Director Coleman stated that her
department is looking at the most cost effective ways to insure that
more pet owners are compliant. Chair Peloza suggested outreach to
the various service clubs in the city by presenting a program on the
need to license your pet.
B. SCORE Jail Stats (Coleman)
Finance Director Shelley Coleman reviewed the SCORE Jail
Statistics with the Committee. Vice Chair Osborn commented that
the exceptional program is going in the right direction. It is also
resulting in increasing dividends.
C. Solid Waste Rate Review (Coleman)
Finance Director Shelley Coleman presented the Solid Waste Rate
Review to the Committee. Chair Peloza commented that commercial
businesses are still subsidizing this program which helps place
money in the reserves. Director Coleman stated that residential is
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CA.A Page 5 of 80
paying for itself now where as in the past, commercial was
subsidizing at a higher rate. The goal to not incur a rate increase for
solid waste in 2015 has been accomplished.
D. Project Matrix (Peloza)
Changes to the Project Matrix include-
1 OP: Review date TBD, Status to state - The GATSO proposal was
reviewed by the Municipal Services Committee on 10/27/14.
Currently at City Council for action.
12P: Review Date TBD
28P: Review Date June 2015. Status to state - Review for
residential /commercial rates and cash flow stability.
29P: Status to include - City and restaurant in negotiations.
61: Review Date TBD
V. ADJOURNMENT
There being no further business to come before the Committee, the
meeting was adjourned at 5:05 p.m. The next regular meeting of the
Municipal Services Committee is scheduled for Monday, December 8,
2014 at 3 :30 p.m. Conference Room 3 of City Hall, 25 West Main Street,
Auburn, WA.
APPROVED this
Bill Peloza, Chair
day of )2014.
Sue Van Slyke, Police Secretary
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CA.A Page 6 of 80
C i..i,y C�1:
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AGENDA BILL APPROVAL FORM
Agenda Subject: Date:
Ordinance No. 6543 November 19, 2014
Department: Attachments: Budget Impact:
City Attorney Ordinance 65 $0
Administrative Recommendation:
City Council adopt Ordinance No. 6543.
Background Summary:
Ordinance No. 6535, adopted on September 15, 2014, made some changes to
Chapter 10.36 of the Auburn City Code in connection with the City of Auburn
Comprehensive Downtown Parking Management Plan (CDPMP), employing short -
term, mid -term and long -term parking management strategies. Among the strategies
was a change in Chapter 10.36 of the Auburn City Code to allow administrative
changes to time and parking within the Downtown Auburn Business District. As a
follow -up to the changes in the city code resulting from Ordinance No. 6535, it is
appropriate to clarify the application of penalty provisions for parking code violations
related to Section 10.36.060 of the Auburn City Code, one of the sections changed
with the adoption of Ordinance No. 6535.
Reviewed by Council Committees:
Councilmember: Peloza Staff: Heid
Meeting Date: November 24, 2014 Item Number: ACT.A
ACT.A AUBURN * MORE THAN YOU IMAGINED Page 7 of 80
ORDINANCE NO.6 5 4 3
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF AUBURN, WASHINGTON, AMENDING SECTION
10.36.270 OF THE AUBURN CITY CODE RELATED TO
PARKING RESTRICTIONS
WHEREAS, the City of Auburn regulates timed parking within certain areas of the
City, particularly Downtown Auburn; and
WHEREAS, parking restrictions are outlined in Chapter 10.36 of the Auburn City
Code; and
WHEREAS, within the CDPMP several short term, mid term, and long term
parking management strategies were identified and the first strategy being addressed is
modifying Auburn City Code Chapter 10.36 to allow administratively changes to timed
parking within Downtown Auburn, and
WHEREAS, the Public Works Committee of City Council reviewed the proposed
amendments to Auburn City Code Chapter 10.36 at its September 15, 2014 meeting;
and
WHEREAS, it is appropriate to address the penalty for the parking violations
included in Ordinance No. 6535 with the amendment of Section 10.36.060 of the City
Code.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WAS.H.INGTON, DO ORDAIN as follows:
Section.9. Amend ment.to City Code. That Section 10.36.270 of the
Auburn City Code be and the same hereby is amended to read as follows:
Ordinance No. 6543
October 14, 2014
Page 1 of 5
ACT.A Page 8 of 80
10.36.270 Prohibited parking places.
A. Except when necessary to avoid conflict with other traffic or to comply with
other provisions of this code or with the direction of a police officer or traffic - control sign
or signal, it is unlawful for the operator of a vehicle to stop, stand, park or angle park
such vehicle in or on any of the following places:
1. Within an intersection area;
2. Within 20 feet of an uncontrolled intersection;
3. Within 30 feet of an intersection controlled by a stop sign, yield sign, or traffic -
control signal;
4. On a crosswalk or within 20 feet of a crosswalk, whether marked or unmarked;
5. In front of or within 50 feet of the driveway entrance to any fire or police station
or within any marked area contiguous to such driveway, when properly signed;
6. In front of or within a fire or emergency service access or an area signed for
other safety access purposes;
7. In front of or within 15 feet of a fire hydrant;
8. Within any space marked as a fire lane;
9. In front of a public or private driveway, or within five feet of the end of the curb
radius leading thereto;
10. On a sidewalk, pedestrian path, or landscape strip. However, parking shall be
permitted on landscape strips subject to the maintenance requirements contained in
ACC 10.36.215, and where the landscape strip is eight feet or greater in width between
the curb and the sidewalk or the edge of right -of -way if there is no sidewalk, the
adjacent curb is mountable, and the parked vehicle does not obstruct the use of the
traveled way or sidewalk;
11. Alongside or opposite any street excavation or obstruction when such
stopping, parking or angle parking would obstruct traffic;
12. In any alley, except that trucks or delivery vehicles may park or angle park in
alleys for such time, not in excess of 30 minutes, as may be necessary for the
expeditious loading or unloading of such vehicles or the delivery or pickup of articles or
materials, unless otherwise restricted by this chapter;
13. Upon any bridge, overpass, underpass, trestle, or approaches thereto;
14. On that portion of any street contiguous to and opposite any outside court,
corridor, passage, fire escape, exit or entrance door or any other place adjacent to, or
any door opening in any outer wall of any building containing, in whole or in part, any
theater, public auditorium, church, dance hall or other place of public assembly through
which the public must pass to leave such building, while such building is being utilized
for public gatherings; and it shall be incumbent upon and the duty of the owner or agent
of the property used for the purpose herein .specified to designate such prohibited areas
by the placement of stanchions or signs or curb markings of the form and type
satisfactory to the city engineer;
15. On the roadway side of any vehicle stopped or parked at the edge or curb of
a street;
Ordinance No. 6543
October 14, 2014
Page 2 of 5
ACT.A Page 9 of 80
16. At any place where official traffic signs have been erected at the direction of
the city engineer prohibiting parking and/or angle Barking, either at all times or at such
times as are indicated upon signage giving notice thereof;
17. Outside of the limits of the individual parking spaces (stalls) designated for
vehicular on- street parking;
18. Within 30 feet of the nearest rail of a railroad crossing;
19. At any place where all official signs prohibit stopping;
20. Within traffic lanes that are less than 18 feet wide on arterial and collector
roadways, as designated in the comprehensive transportation plan, except when
authorized by sign;
21. Within median lanes in the traveled way;
22. Within roadway shoulders that are less than eight feet wide;
23. Within marked bicycle lanes;
24. Upon any street or public way for the principal purposes of displaying the
vehicles for sale or for advertising services for vehicles;
25. Upon any street or public way for the purpose of doing any work on,
maintaining or repairing any vehicle except for repairs necessitated by an emergency;
26. Within any street -side drainage ditch or drainage swale;
27. Where prohibited by signage; er
28. Adjacent to a traffic island; or
29. Any ovetime parkinq or other parking restrictions designated in accordance
with Section 10.36.060 of the City Code.
B. No person shall move a vehicle not owned by him into any such prohibited
area or away from a curb such distance as is unlawful.
C. If any person wishes a different parking restriction sign placement or a
different time parameter for any parking restrictions under this section, said person may
forward such request to the city engineer. For review, the city engineer shall consult
With community development and police.
D. Violation — Penalty. Any person who violates this section has committed an
infraction and, except for those subsections set forth in Table 270 -1, shall pay a fine of
$30.00 within 15 days from the date of issuance of a notice of violation or of $40.00 if
paid after the fifteenth day from issuance of the notice.
Any person who violates any of the subsections listed in Table 270 -1 shall pay a
fine as set forth in that table.
Subsection
10.36.270(A)(1)
10.36.270(A)(2)
10.36.270(A)(3)
10.36.270(A)(7)
10.36.270(A)(8)
Ordinance No. 6543
October 14, 2014
Page 3 of 5
Table 270 -1
If paid within 15
If paid after 15th
days
day
$40.00
$50.00
$40.00
$50.00
$40.00
$50.00
$50.00
$60.00
$50.00
$60.00
ACT.A Page 10 of 80
10.36.270(A)(10)
$40.00
$50.00
10.36.270(A)(16)
$50.00
$60.00
10.36.270(A)(17)
$50.00
$60.00
(Ord.. 6535 § 2, 2014; Ord. 6275 § 2., 2010; Ord,. 6247 § 9, 2009; Ord. 6211 § 6, 2008;
Ord. 6129 § 4, 2007; Ord. 6082 § 1, 2007; Ord. 5684 § 1, 2002; Ord. 5212 § 1 (Exh. F),
1999; 1957 code § 9.22.140.)
Section 2. Implementation. The Mayor is hereby authorized to implement
such administrative procedures as may be necessary to carry out the directions of this
legislation.
Section 3. Severability. The provisions of this ordinance are declared
to be separate and severable. The invalidity of any clause, sentence, paragraph,
subdivision, section or portion of this ordinance, or the invalidity of the application
thereof to any person or circumstance shall not affect the validity of the remainder of
this ordinance, or the validity of its application to other persons or circumstances.
Section 4. Effective date. This Ordinance shall take effect and be in force
five days from and after its passage, approval and publication as provided by law.
INTRODUCED:
PASSED:
APPROVED:
CITY OF AUBURN
NANCY BACKUS, MAYOR
ATTEST:
Danielle E. Daskam, City Clerk
Ordinance No. 6.543
October 14, 2014
Page 4 of 5
ACT.A Page 11 of 80
APPROVED AS TO FORM:
Daniel B. Heid, City Attorney
Published:
Ordinance No. 6543
October 14, 2014
Page 5 of 5
ACT.A Page 12 of 80
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Agenda Subject:
Resolution No. 5110
Department:
Police
AGENDA BILL APPROVAL FORM
Attachments:
Administrative Recommendation:
Background Summary:
Date:
November 18, 2014
Budget Impact:
$0
The City of Auburn, along with King County and other cities that operate emergency
radio systems (ValleyCom, King County, Seattle and Eastside cities) have been
contending for some time with the fact that the equipment we are currently using is out
of date and is in need of replacement. This is not a situation unique to Auburn or King
County, and in fact all jurisdictions who utilize the same type of equipment are having
to face the same issue because the emergency radio equipment that is currently used
is no longer being made and will soon no longer be supported by its manufacturers. It
is therefore appropriate for King County and the King County cities to plan for a
replacement emergency radio system. King County is getting ready to put a bond
measure on the ballot before the voters of King County to establish a new emergency
radio system and has been working in cooperation with other cities in the County to
develop agreements that would provide for creation of the new emergency radio
system and for operation of the system thereafter. The agreements have been
negotiated to a significant degree, though some minor adjustments to the agreements
may still need to be made to the agreements and to the attachments to those
agreements.
The proposed resolution authorizes the Mayor to negotiate (finish negotiating) the
terms of these agreements and to execute them on behalf of the city of Auburn. All of
the cities who are parties to the agreements, as well as King County, will need to
execute these agreements, and the voters of King County will need to approve the
ACT.A AUBURN * MORE THAN YOU IMAGINED Page 13 of 80
bond measure to provide for this new emergency radio system. Approval by the city of
Auburn, as well as the other party jurisdictions, is the prerequisite that allows the bond
measure to move forward. The agreements have been negotiated, so far, so as to
give each of the parties cities sufficiency a in the creation and operation of the new
radio system, yet recognizing the specific responsibility King County has in moving
forward with the bond measure upon which the new system is dependent.
Reviewed by Council Committees:
Municipal Services Other: City Council
Councilmember: Peloza Staff: Heid
Meeting Date: November 24, 2014 Item Number: ACT.A
ACT.A AUBURN * MORE THAN YOU IMAGINED Page 14 of 80
RESOLUTION NO. 51 1 0
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR
TO NEGOTIATE AND EXECUTE INTERLOCAL
AGREEMENTS BETWEEN THE CITY OF AUBURN AND
KING COUNTY AND THE CITIES OF BELLEVUE,
FEDERAL WAY, ISSAQUAH, KENT, KIRKLAND, MERCER
ISLAND, REDMOND, RENTON, SEATTLE AND TUKWILA
FOR ESTABLISHMENT, IMPLEMENTATION AND
OPERATION OF THE PUGET SOUND EMERGENCY
RADIO NETWORK SYSTEM (PSERN)
WHEREAS, King County and the cities of Auburn, Bellevue, Federal Way,
Issaquah, Kent, Kirkland, Mercer Island, Redmond, Renton, Seattle, and Tukwila have
been responsible for the ownership, operation and maintenance of various elements in
the current King County Emergency Radio Communications System (KCERCS), a voice
radio system that is nearly twenty years old and is increasingly unsupported by the
supplier of the system's equipment, software and related repairs; and
WHEREAS, the Parties determined that it is in the public interest for a new public
safety radio system to be implemented that will provide public safety agencies and other
user groups in the region with improved coverage and capacity, and uniformly high-
quality emergency radio communications in the future; and
WHEREAS, King County and the cities have been working together to provide for
such a new system to be referred to herein as the "Puget Sound Emergency Radio
Network System" or "PSERN System "; and
WHEREAS, in furtherance of such efforts, the county and the cities have
developed strategies for Interlocal Agreements for the formation of a new non - profit
entity to operate the new system and to establish the terms under which the Parties and
Resolution No. 5110
November 17, 2014
AC Age 1 of 3
Page 15 of 80
the new entity will undertake the ownership, operations, maintenance, management and
on -going upgrading /replacing of the PSERN System; and
WHEREAS, there are still issues that need to be addressed by the parties, to
assure that the new system fully meets the needs of the parties and of the end - users,
consistent with the terms already defined.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the Mayor is hereby authorized to negotiate and execute
Interlocal Agreements between the City of Auburn and King County and the cities of
Bellevue, Federal Way, Issaquah, Kent, Kirkland, Mercer Island, Redmond, Renton,
Seattle, and Tukwila, to establish a Puget Sound Emergency Radio Network ( PSERN)
entity and to provide for the operation thereof, which agreements shall be in substantial
conformity with the agreements attached hereto as Exhibits "A" and "B" incorporated
herein by this reference. Exhibit "A" [Puget Sound Emergency Radio Network
Implementation Period Interlocal Cooperation Agreement] with its attachments is close
to final form for the initial creation and establishment of the new emergency radio
system. Exhibit "B" [Puget Sound Emergency Radio Network Operator Interlocal
Cooperation Agreement] provides the basic format for the operation of the new
emergency radio system but still has issues that need to be more fully vetted, including
issues such as indemnification, discrimination and employment, and leaving other
details for a future agreement or agreements or for PSERN Board by -laws.
Section 2. That the Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Resolution No. 5110
November 17, 2014
ACT.A_ 2 of 3
Page 16 of 80
Section 3. That this Resolution shall take effect and be in full force upon
passage and signatures hereon.
Dated and Signed this day of , 2014.
CITY OF AUBURN
ATTEST:
NANCY BACKUS, MAYOR
Danielle E. Daskam, City Clerk
APPROVED AS TO FORM:
Daniel B. Heid, City Attorney
Resolution No. 5110
November 17, 2014
ACTT 3 of 3
Page 17 of 80
EXHIBIT A
PUGET SOUND EMERGENCY RADIO NETWORK
IMPLEMENTATION PERIOD
INTERLOCAL COOPERATION AGREEMENT
ACT.A Page 18 of 80
TABLE OF CONTENTS
1.0
Rules of Construction and Definitions ................................. ..............................4
1
2.0
Duration of Agreement ........................................................ ..............................7
2
3.0
The Parties' Responsibilities ............................................... ..............................7
3
4.0
Joint Board ......................................................................... ..............................8
4
5.0
PSERN System Implementation ........................................ .............................13
5
6.0
Dispatch Center Equipment Implementation ...................... .............................17
6
7.0
Subscriber Radio Equipment Implementation .................... .............................18
8.0
PSERN Project Budget for Implementation Period ............. .............................19
9.0
Transfer of System for Operations Period ........................ ...............................
22
10.0
Operations and Maintenance Pending Transfer ................. .............................23
11.0
Intellectual Property, Confidential Information and Records ............................23
12.0
Force Majeure ................................................................... .............................25
13.0
Termination of Agreement; Addition, Withdrawal and Removal of a Party ......25
14.0
Legal Relations .................................................................. .............................26
15.0
General .............................................................................. .............................27
EXHIBITS
Ex.
1
Contracting Plan
Ex.
2
List of Party Owned /Controlled Sites
Ex.
3
List of Frequencies
Ex.
4
Cost Allocation Model
Ex.
5
List of User Agencies Eligible for Radio Exchanges
Ex.
6
Contact Information
PA
ACT.A Page 19 of 80
PUGET SOUND EMERGENCY RADIO NETWORK
IMPLEMENTATION PERIOD
INTERLOCAL COOPERATION AGREEMENT
This Interlocal Cooperation Agreement ( "Agreement ") is entered into pursuant to the
Interlocal Cooperation Act (Chapter 39.34 RCW) by and among King County ( "County ")
and the Cities of Auburn, Bellevue, Federal Way, Issaquah, Kent, Kirkland, Mercer
Island, Redmond, Renton, Seattle and Tukwila, each a political subdivision of the State
of Washington (individually, a "Party," and collectively, the "Parties ").
RECITALS
A. The Parties, under various interlocal agreements, are responsible for the ownership,
operations and maintenance of various elements in the current King County Emergency
Radio Communications System (KCERCS), a voice radio system that is nearly twenty
years old and is increasingly unsupported by the supplier of the system's equipment,
software and repairs.
B. The Parties have determined that it is in the public interest that a new public safety
radio system be implemented that will provide public safety agencies and other user
groups in the region with improved coverage and capacity, and uniformly high - quality
emergency radio communications at a cost - effective price. Said new system is referred
to herein as the "Puget Sound Emergency Radio Network System" or "PSERN System."
C. The Parties seek to finance the costs of implementing the PSERN System by a
funding measure to be placed on the ballot by the King County Council for consideration
by the qualified electorate in King County.
D. The Parties desire that the County act as the lead agency for planning, procurement,
financing and implementation of the PSERN System and that a new non - profit
corporation will be formed to assume the ownership and control of the PSERN System
following Full System Acceptance.
E. The purpose of this Agreement is to establish the terms under which the Parties will
undertake the planning, financing, procurement, site acquisition and development,
equipment installation, and other activities necessary to implement the PSERN System.
F. Concurrent with this Agreement, the Parties have entered into a second interlocal
cooperation agreement, referred to herein as the "PSERN Operations ILA," to establish
general provisions for governance of the new non - profit corporation, referred to herein
as the "PSERN Operator ", that will be created by the Parties and be responsible for the
ownership, operations, maintenance, and on -going upgrading /replacing of the PSERN
System during its anticipated useful life.
ACT.A Page 20 of 80
TERMS AND CONDITIONS OF AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants
contained herein and other valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties agree to the above Recitals and the following terms and
conditions.
1.0 RULES OF CONSTRUCTION AND DEFINITIONS
1.1 Rules of Construction
1.1.1 Unless the context requires otherwise, the singular form of a word shall
also mean and include the plural (and vice versa), and the masculine gender
shall also mean and include the feminine and neutral gender (and vice versa).
1.1.2 References to statutes or regulations include all statutory or regulatory
provisions consolidating, amending or replacing the statute or regulation
referred to.
1.1.3 References to sections, exhibits, attachments or appendices are to this
Agreement and references to articles or sections followed by a number shall be
deemed to include all subarticles, subsections, subclauses, subparagraphs and
other divisions bearing the same number as a prefix.
1.1.4 The words "including," "includes" and "include" shall be deemed to be
followed by the words "without limitation ".
1.1.5 The words "shall" or "will" shall be deemed to require mandatory action.
1.1.6 Words such as "herein," "hereof' and "hereunder" are not limited to the
specific provision within which such words appear but shall refer to the entire
Agreement taken as a whole.
1.1.7 Words such as "person" or "party" shall be deemed to include individuals,
political subdivisions, governmental agencies, associations, firms, companies,
corporations, partnerships, and joint ventures.
1.1.8 References to "days" shall mean calendar days unless expressly stated to
be "Business Days." If the due date for a task, payment, or any other requirement
falls on a Saturday, Sunday or holiday observed by the County, the due date
shall be deemed to be the next Business Day.
1. 1.9 Words not otherwise defined that have well -known technical industry
meanings are used in accordance with such recognized meanings.
1.1.10 The headings and captions inserted into this Agreement are for
convenience of reference only and in no way define, limit, or otherwise describe
the scope or intent of this Agreement, or any provision hereof, or in any way
affect the interpretation of this Agreement.
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1.1.11 This Agreement was negotiated and prepared by the Parties and their
respective attorneys. The Parties acknowledge and agree that the rule of
construction that an ambiguous contract should be construed against the drafter
shall not be applied in any construction or interpretation of this Agreement.
1.1.12 The Parties agree that if any provision of this Agreement conflicts with a
provision of the Emergency Radio Communications System Interlocal
Cooperation Agreement such that the conflicting provisions cannot be
harmonized, the provisions of this Agreement shall prevail.
1.2 Definitions
Words and terms shall be given their ordinary and usual meanings except that the
following terms are defined for this Agreement as follows:
1.2.1 Agreement means this Puget Sound Emergency Radio Network
Implementation Period Interlocal Cooperation Agreement.
1.2.2 Alternate means a person appointed to serve in the absence of a Joint
Board Representative.
1.2.3 Appointing Party(ies) means the City of Seattle, the EPSCA Cities, the
ValleyCom Cities and King County.
1.2.4 Confidential Information means any information in written, graphic, verbal
or machine - recognizable form that: (a) is related to the PSERN System; (b) is
provided to a Party by another Party, the PSERN Contractor or another person or
entity; and (c) is marked or identified as "confidential ", "proprietary," "trade secret"
or similar designation.
1.2.5 Cost Allocation Model means the method used for determining the user
rates applicable to Dispatch Centers and User Agencies for fees they will pay to
either the County or the PSERN Operator during the Operations Period.
1.2.6 County means King County, Washington.
1.2.7 Dispatch Center means a facility or an entity that uses the PSERN System
to dispatch users of Subscriber Radios.
1.2.8 EPSCA means the Eastside Public Safety Communications Agency.
1.2.9 EPSCA Cities means the Cities of Bellevue, Issaquah, Kirkland, Mercer
Island and Redmond, Washington.
1.2.10 Full System Acceptance (FSA) means the determination issued to the
PSERN Contractor upon satisfactorily completing the final system development
phase milestone.
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1.2.11 Implementation Period means that period of time from the effective date
of this Agreement through and until the beginning of the first full month after
issuance of FSA.
1.2.12 Joint Board means the board formed by the Parties under this
Agreement.
1.2.13 KCERCS means the existing King County Emergency Radio
Communication System.
1.2.14 NAC means a notice of apparent completion issued under the contract
with the PSERN Contractor.
1.2.15 Operations Budget means the budget funded by fees from Dispatch
Centers and User Agencies to pay for the costs of operating, maintaining and
upgrading the PSERN System after FSA.
1.2.16 Operations Period means the period that commences with the first full
month after FSA.
1.2.17 Party means a signatory to this Agreement and excludes a signatory that
withdraws from this Agreement.
1.2.18 Project (or PSERN Project) means all authorized activities relating to the
planning, analysis, design, development, acquisition, site development,
installation, testing, training, and operation of the PSERN System until FSA,
starting -up a new PSERN Operator, transferring the PSERN System to same
and any decommissioning, contract close -out and other project completion
activities.
1.2.19 Project Budget means the budget approved by the Joint Board to spend
the funds the County Council has appropriated to carry out PSERN Project
activities and to fund the System Transition Stabilization Plan described at
Section 8.8 of this Agreement.
1.2.20 Project Fund means the funds held by the County to fund the Project
Budget including proceeds from the County -wide levy and proceeds from any
bond or debt instruments.
1.2.21 Project Director means the County employee assigned to lead Project
activities.
1.2.22 PSERN means the Puget Sound Emergency Radio Network.
1.2.23 PSERN Contractor means the prime contractor under County Contract
# (or the County Contract) that is responsible, among other things, for
supplying the PSERN System's equipment and software.
1.2.24 PSERN Operations Period ILA (or Operations Period ILA) means the
interlocal cooperation agreement entered into by the Parties to establish the
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terms under which the PSERN Operator will own, operate, maintain, manage and
upgrade /replace the PSERN System during the Operations Period.
1.2.25 PSERN Operator means the new entity formed pursuant Section 9.1 of
this Agreement to own, operate, maintain, manage and upgrade /replace the
PSERN System during the Operations Period.
1.2.26 PSERN Project (see "Project ").
1.2.27 PSERN System or System means all the elements constituting the
PSERN System, excluding Subscriber Radios unless the context indicates
inclusion.
1.2.28 Representative means a person appointed by an Appointing Party(ies) to
serve on the Joint Board.
1.2.29 Subscriber Radio means an end user radio and includes a mobile
(vehicular) and portable (handheld) radio which has been authorized and
programmed to operate on the System.
1.2.30 User Agency means an entity that uses the PSERN System under a valid
User Agency Agreement for its employees' radio communications.
1.2.31 User Agency Agreement means an agreement executed between the
County or the PSERN Operator, as appropriate, and a User Agency establishing
the terms under which a User Agency is allowed to access and use the System.
1.2.32 ValleyCom means the Valley Communications Center.
1.2.33 ValleyCom Cities means the Cities of Auburn, Federal Way, Kent,
Renton, and Tukwila, Washington.
2.0 DURATION OF AGREEMENT
2.1 This Agreement shall take effect on the date when last signed by an authorized
representative of each Party.
2.2 Unless extended by written amendment as provided in Section 15.10 or
terminated earlier as provided in Section 13, this Agreement shall expire upon the
issuance of FSA and the County's written notice to the other Parties that all Project
activities have been completed.
2.3 Notwithstanding Section 2.1 and 2.2 above, if the Project is not funded by a voter
approved measure prior to January 1, 2018, this Agreement shall terminate on January
1, 2018 unless extended by agreement of the Parties.
3.0 THE PARTIES' RESPONSIBILITIES
3.1 Appointing Representatives to Joint Board
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The Parties, or groups of Parties, shall appoint Representatives to the Joint Board as
provided under Section 4.
3.2 Use of Land and Improvements
To the extent provided in Section 5.3, each Party agrees to make land and
improvements available for PSERN System use.
3.3 Use of Licensed Spectrum
To the extent provided in Section 5.4, each Party agrees to make licensed spectrum
under its direct or indirect control available for PSERN System use.
3.4 Cooperation on PSERN System Activities
Each Party understands and agrees that it is essential to public safety, within its
jurisdiction and throughout King County, that the PSERN System be implemented
without delay. In support of that objective, each Party agrees to cooperate in good faith
with each other in all activities related to the PSERN System's implementation, operation
and maintenance, which cooperation shall include: promptly responding to requests for
information among the Parties; exercising best efforts to expedite the processing and
execution of any requested reviews, inspections, approvals, permits, leases and
agreements; and timely performing any construction, installation, testing and
maintenance activities related to the PSERN System.
3.5 Other Responsibilities
The Parties shall be responsible for such other activities and obligations as are specified
herein or arise from a Joint Board action.
4.0 JOINT BOARD
4.1 Creation of Joint Board
By executing this Agreement, the Parties hereby create a Joint Board pursuant to RCW
39.34.030(4). The Joint Board is not a separate legal or administrative entity within the
meaning of RCW 39.34.030(3). The Joint Board shall oversee the activities of the
Parties in connection with the PSERN System as provided in this Agreement. The Joint
Board shall act on behalf of all Parties and as may be in the best interests of the PSERN
Project. The Joint Board is not authorized to enter into contracts, own assets, or hire
employees.
4.2 Joint Board Representatives
4.2.1 The Joint Board shall consist of four (4) voting Representatives appointed
as follows by the Parties, or groups of Parties:
a. City of Seattle: one (1) Representative and one (1) Alternate.
b. Cities of Bellevue, Issaquah, Kirkland, Mercer Island and Redmond
collectively: one (1) Representative and one (1) Alternate.
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ACT.A Page 25 of 80
c. Cities of Auburn, Federal Way, Kent, Renton and Tukwila collectively:
one (1) Representative and one (1) Alternate.
d. King County: one (1) Representative and one (1) Alternate.
4.2.2 The non - voting Chair of the Joint Board shall be the Deputy County
Executive or his /her designee. The Chair or designee shall conduct the Joint
Board's meetings and supervise the administrative activities related to meetings
including scheduling, preparing the agendas, providing reports and other
information materials to the Representatives and creating records of Joint Board
actions.
4.2.3 The Joint Board may also appoint a chief of a police agency and a chief of
a fire agency to serve as non - voting participants on the Joint Board, provided
they are from agencies within King County.
4.2.4 The County Executive, the Mayor of the City of Seattle, the Mayors of the
EPSCA Cities, and the Mayors of the ValleyCom Cities shall each provide to the
Joint Board's Chair a written notice identifying the names of a primary
Representative and an alternative Representative (Alternate) who are authorized
to speak, vote and otherwise act on behalf of their respective Appointing Party or
group of Parties. Such notices shall include the name(s), contact information and
effective date(s) of the appointments.
4.2.5 An Alternate may only speak and vote on behalf of his /her Appointing
Party(ies) if: (a) the Chair has received written notice of the Alternate's
appointment; and (b) the primary Representative is absent from the meeting.
References in this Agreement to a "Representative" shall include an Alternate
who has been appointed in accordance with this Agreement and is acting in the
absence of the primary Representative.
4.2.6 The Appointing Party or group of Parties shall promptly replace any
vacancy in its positions of Representative and Alternate and may, at any time,
replace its Representative or Alternate by giving the Chair of the Joint Board
written notice of the change including: the name(s), contact information and
effective date(s) of the replacement(s).
4.2.7 Each Representative and each Alternate shall be an employee of his /her
Appointing Party(ies), ValleyCom or EPSCA. No Representative or Alternate
shall be deemed to be an employee of, or entitled to compensation from, any
Party other than his /her Appointing Party.
4.3 Quorum and Meeting Procedures
4.3.1 A quorum for a meeting of the Joint Board shall be all four (4) voting
Representatives and the Chair or his /her designee.
4.3.2 The Joint Board shall establish procedures for its operations and meetings,
including establishing regular monthly meeting schedule and location and
providing for the scheduling of special and emergency meetings. To the extent
allowed by Washington law, the Joint Board may establish procedures for
ACT.A Page 26 of 80
conducting meetings by telephonic or other electronic means provided that all
Representatives and members of the public are able to hear each other during
the meeting. If such procedures are established by the Joint Board, any
Representative participating in a meeting by such means is deemed to be
present at the meeting for all purposes including establishing a quorum.
4.3.3 The Joint Board shall take action by the unanimous vote of all four (4)
voting Representatives.
4.3.4 Representatives must be present at a meeting to vote and may not vote by
proxy.
4.3.5 The voting Representatives may select an acting Chair to serve in the
absence of the Chair or his /her designee.
4.3.6 The Joint Board shall comply with applicable requirements of the
Washington State Open Public Meetings Act (Chapter 42.30 RCW).
4.4 Joint Board Actions
4.4.1 The Joint Board shall oversee the implementation, operation and
maintenance of the PSERN System to the extent provided in this Agreement. In
furtherance of that oversight, the Joint Board is specifically authorized to take the
following actions:
a. Amend this Agreement including any exhibits;
b. Establish committees and advisory groups, including an advisory
operations board of emergency radio users, to perform activities related
to the PSERN Project or to provide reports or recommendations to the
Joint Board related to the PSERN Project;
c. Adopt and amend policies, business rules, procedures, standards and
guidelines related to the PSERN System including System access and
use, security, and System and Subscriber Radio maintenance, upgrading
and security;
d. Approve the Project Budget subject to County Council appropriation;
e. Approve contracts related to the Implementation Period;
f. Approve those leases related to the PSERN System for which the
monthly rent exceeds the per site monthly rent authorized in the Project
Budget;
g. Approve changes to PSERN System - related contracts if the cost of the
change exceeds the authority granted to the Project Director under the
Contracting Plan attached hereto and made a part hereof as Exhibit 1;
h. Approve the PSERN System design and any changes to same
affecting System performance;
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ACT.A Page 27 of 80
"M
i. Approve the issuance by the County to the PSERN Contractor of
Notice of Apparent Completion (NAC) of the following milestones:
(i) Milestone 3H: System Optimization and RF Coverage
Testing
(ii) Milestone 3J Operational and Functional System Test
(iii) Milestone 3K Pilot Test with 100 Users
(iv) Milestone 5C Full System Acceptance
j. Approve a transition plan that defines the tasks, responsibilities and
schedule for transitioning from the KCERCS to the PSERN System
including moving Dispatch Centers and User Agencies onto the PSERN
System;
k. Approve agreements between the County and User Agencies and
Dispatch Centers establishing the terms and conditions for access to and
use of the PSERN System;
I. Approve such other actions as are specified under this Agreement as
being made by the Joint Board;
m. Delegate the Joint Board's authority under this Agreement subject to
such limitations and conditions as the Joint Board may establish; and
n. Approve a Party's request to withdraw from this Agreement and the
terms and conditions of such approval in accordance with Section 13.
4.4.2 The PSERN System - related contracts will require prompt review of
deliverables and notices of milestone completion. The Joint Board shall hold
special meetings as needed and take action in a timely manner so as to avoid
delay and other claims by PSERN System - related contractors.
Impasse Resolution Procedure
4.5.1 If a matter requiring Joint Board action is moved at a Joint Board meeting
but fails for lack of a unanimous vote by all four (4) Representatives, a voting
Representative may submit written notice of an impasse to the other
Representatives and the Joint Board Chair. The notice shall include a statement
of the action being sought and the history of any Joint Board deliberation or
vote(s) on the matter.
4.5.2 Within seven (7) days of receipt of a notice of impasse, the Chair or his /her
designee shall designate a mediator to assist the Joint Board in resolving the
impasse. The mediator shall be experienced in resolving disputes in public
sector capital projects and may not be an employee of any of the Parties.
4.5.3 The Parties agree that it is essential to the success of the PSERN Project
that any impasse be resolved as quickly as possible and accordingly agree to
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ACT.A Page 28 of 80
instruct their respective Representatives to cooperate with the mediator in good
faith including expediting responses to any mediator requests for information and
discussion.
4.5.4 The mediator shall promptly investigate the impasse and the respective
positions of the voting Representatives. The mediator may recommend one or
more non - binding alternatives for resolving the impasse. Regardless of the
outcome of the mediation, each Party shall pay an equal percentage share of the
cost of the mediator's fees and expenses, if any. The County shall pay the
mediator and invoice each Party for its share. Each party shall pay the County
within thirty (30) days after receiving the invoice.
4.5.5 If the impasse is not resolved within ten (10) days of the mediator providing
his /her recommendation(s), the Elected Executives Committee (EEC) shall meet
with the Joint Board to attempt to resolve the impasse. The EEC shall be
composed of the King County Executive; the Mayor of the City of Seattle; one
elected official designated by the EPSCA Cities; and one elected official
designated by the ValleyCom Cities. The Joint Board and the EEC shall
convene to consider the matter and attempt to reach a resolution, which may
include re- submitting the matter for a Joint Board vote, not later than twenty (20)
days after the date the mediator provided his /her recommendation(s).
4.6 Emergency Procedures
Consistent with applicable Washington State law, the Joint Board may adopt procedures
for providing direction and decision - making in the event of emergencies that have or
may have direct, significant and material negative effects on the implementation,
operation and maintenance of the PSERN System when consideration of such
emergencies by the Joint Board could not occur in a timely manner, all as determined by
the Chair of the Joint Board. The procedures shall set forth how an emergency is
declared and who declares it. Such procedures may allow expedited procurement and
contracting procedures by the Project Director to address the emergency, as may be
permitted by Washington State law. Each decision made pursuant to such procedures
shall be communicated to the Parties as soon as reasonably possible and shall be
subject to ratification by the Joint Board in a regular or special meeting within two (2)
weeks after the finding of an emergency by the Chair of the Joint Board.
4.7 Record of Action
Actions by the Joint Board shall be memorialized in writing and signed by the Chair or
acting chair of the Joint Board. A copy of each action shall be distributed to each Joint
Board Representative and Alternate within ten (10) Business Days of the action.
4.8 Joint Board Administrative Support
The County shall provide administrative support for the Joint Board. The cost of
providing such support shall be covered by the PSERN Project Budget during the
Implementation Period and by the PSERN Operations Budget during the Operations
Period.
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ACT.A Page 29 of 80
5.0 PSERN SYSTEM IMPLEMENTATION
5.1 Project Management
The County will be responsible for performing all Project management activities
including:
a. all personnel actions related to the Project Director and other County
employees assigned to Project activities;
b. scheduling and management of day -to -day Project activities;
c. developing a Project Budget and obtaining County Council
appropriation (s), approving expenditures, and tracking expenditures
against the Project Budget including its contingency;
d. developing, tracking, and updating all required Project documentation;
e. developing and performing all financial, accounting and inventory -
control processes including establishing a Project Fund to receive levy
and bond proceeds, processing invoices and making payments and
distributions from the Project Fund, responding to audits, and tracking the
receipt and distribution of equipment and other deliverables in
accordance with applicable laws, regulations and policies;
developing and implementing a transition plan for Joint Board approval;
g. coordinating PSERN Project activities with the Parties and the
KCERCS's users; and
h. providing regular reports to the Joint Board on the Project's activities
during the Implementation Period.
5.2 Contracting and Equipment Ownership
5.2.1 Subject to Joint Board approval, the County will procure, execute and
administer all contracts, licenses and agreements related to the planning,
analysis, design, development, installation, construction and testing of the
equipment, software, facilities, improvements and other elements of the PSERN
System.
5.2.2 The Project Director shall be responsible for contract procurement and
contract administration activities in accordance with Exhibit 1 and any emergency
contracting procedures approved by the Joint Board.
5.2.3 As the Party entering into the contract(s), the County will become the
owner of the delivered PSERN System equipment except as provided in Section
7 for Subscriber Radios. The County will transfer said ownership to the new
PSERN Operator formed in accordance with Section 9.
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ACT.A Page 30 of 80
5.3 PSERN System Sites
5.3.1 Subject to Joint Board approval if required under Section 4.4.1(f), the
County will enter into leases and other arrangements to acquire the rights, for
itself and its contractors, successors and assigns, to access, install, use,
develop, or construct towers, structures, equipment, facilities and other
improvements as needed for PSERN System implementation.
5.3.2 The PSERN System sites identified in the List of Party Owned /Controlled
Sites, attached hereto and made a part hereof as Exhibit 2, are controlled directly
or indirectly by those Parties as indicated therein. If and to the extent a Party's
interest permits, each such listed Party agrees to enter into a lease(s),
assignment or other appropriate agreement with the County to permit the use by
the PSERN System of the listed site(s) under its control on terms and conditions
no worse than the best terms and conditions (for the lessee) that are then
applicable in a comparable lease, license or agreement with another
governmental entity. Consideration for such a lease may be provided as a cash
payment, credit, or reciprocal benefit.
5.3.3 If during the PSERN System design process, other potential locations for
PSERN System equipment or facilities are identified on any land or any
improvement (such as buildings and towers) in which any Party has an
ownership or tenancy interest, or otherwise controls, directly or indirectly through
EPSCA or ValleyCom, then subject to any legal limitations, such Party agrees to
enter into a lease(s), assignment or other appropriate agreement with the County
to permit the use of such land or improvements by the PSERN System.
Notwithstanding the forgoing, a Party shall not be required to enter into any
lease, assignment, or other agreement that impairs a Party's right and ability to
use the equipment or facilities as necessary for KCERCS or the Party's own
purposes. The land and improvements shall be offered to the County:
a. with a right of first refusal; and
b. on terms and conditions no worse than the best terms and
conditions (for the lessee) that are then applicable in a
comparable lease, license or assignment with another
governmental entity. Consideration for such a lease may be
provided as a cash payment, credit, or reciprocal benefit.
5.3.4 Nothing in this Agreement shall require a Party, ValleyCom, or EPSCA to
terminate or interfere with an existing lease or use of land or improvements.
5.3.5 The Parties will cooperate with the County in fulfilling its role and
responsibilities under this Agreement. Without limiting the foregoing, the EPSCA
Cities and the ValleyCom Cities shall propose and support measures at the
EPSCA and ValleyCom boards, respectively, as necessary to effect the purposes
and intent of this Section 5.3 and to the extent permitted by law.
5.3.6 In the event the Project is not funded by a voter approved measure prior to
January 1, 2018, and this Agreement terminates on January 1, 2018, all leases
and agreements entered into pursuant to this Section 5.3 shall also terminate on
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ACT.A Page 31 of 80
January 1, 2018 unless otherwise agreed to by the parties to the lease or
agreement.
5.4 Frequencies
5.4.1 The Parties agree that they will cooperate with the County in any Federal
Communications Commission process or application necessary to make
available, or cause to be made available, for use in the PSERN System the
licensed frequencies identified in the List of Frequencies attached hereto and
made a part hereof as listed in Exhibit 3, and including any successor
frequencies under re- banding. As part of the PSERN System design process,
the Parties agree to cooperate in the development of PSERN frequency plans
including agreeing to relicensing frequencies from the sites in which they are
currently used to other sites in the PSERN System. Further, the Parties will
consent to use of frequencies by the County and the PSERN Contractor under
the design standards of the PSERN System.
5.4.2 The Parties will cooperate with the County in fulfilling its role and
responsibilities under this Agreement. Without limiting the foregoing, the EPSCA
Cities and the ValleyCom Cities shall propose and support measures at the
EPSCA and ValleyCom boards, respectively, as necessary to effect the purposes
and intent of this Section 5.4.
5.4.3 In the event a Party withdraws or otherwise terminates its participation in
this Agreement and the PSERN System, it shall surrender all rights and interests
it may have or claim to have in any frequencies determined by the Joint Board to
be necessary for the PSERN System. The provisions and obligations of this
Section 5.4 shall survive any termination of, or a Party's withdrawal from, this
Agreement.
5.4.4 The Parties agree to take all steps necessary to ensure that all spectrum
used in the PSERN System is transferred to and licensed in the name of the
PSERN Operator to which ownership of the PSERN System is transferred after
FSA. Said transfer and re- licensing shall be effected within sixty (60) days after
ownership of the PSERN System has been transferred to the PSERN Operator.
5.4.5 Any frequencies currently used in KCERCS which are not reused in the
PSERN System shall remain in the name of the original licensee under KCERCS
and shall not be transferred to the PSERN Operator.
5.4.6 If the PSERN Project is terminated prior to FSA, or if following FSA the
PSERN System is abolished in its entirety, the PSERN Operator (or if it has not
yet been created, the County) will take all steps necessary to transfer the
frequencies surrendered pursuant to this Section 5.4 back to each of the Parties,
EPSCA, and ValleyCom, and /or their successors.
5.5 Transition from KCERCS to the PSERN System
5.5.1 The Parties agree to continue to operate and maintain the central switch,
sub - systems and other elements of KCERCS to the extent the Parties directly or
indirectly control such elements until the issuance of FSA of the PSERN System
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ACT.A Page 32 of 80
or such other time as the Joint Board approves. Nothing in this Agreement shall
be interpreted to require a Party to undertake any action that would adversely
and materially impact a Party's ability to operate KCERCS as necessary for
public safety through the Implementation Period.
5.5.2 The Parties shall cooperate with each other in implementing the transition
from the KCERCS to the PSERN System including:
a. moving or removing, or causing /permitting such moving or removing, of
KCERCS equipment to accommodate the installation of PSERN System
equipment;
b. consenting to the use by the County of frequency licenses for use in
the PSERN System during the Implementation Period and until the
licenses are transferred to the PSERN Operator, by:
(1) executing letters of concurrence allowing the County to be a
co- licensee for those frequencies during the Implementation
Period; and
(2) unlicensing those frequencies used by PSERN; and
c. timely performance of all applicable tasks and responsibilities specified
in the Transition Plan adopted by the Joint Board.
5.5.3 The County will serve as the PSERN System manager and enter into
agreements with Dispatch Centers and User Agencies establishing the terms and
conditions for their transition to and use of the PSERN System, as more fully
described in Sections 6 and 7.
5.5.4 Through their direct or indirect participation on the KCERCS's Regional
Communications Board, the Parties agree to take such actions as are necessary
to effect the purposes of this section and any other matter necessary to the
transition from the KCERCS to the PSERN System.
5.6 Decommissioning of KCERCS
It is expected that through the PSERN Project, all KCERCS equipment will be
decommissioned and removed. However, to the extent KCERCS equipment is not
decommissioned and removed due to a decision by the Joint Board or a Party, the
Parties shall be responsible for decommissioning the elements of the KCERCS that they
own or are owned by entities in which they participate.
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ACT.A Page 33 of 80
6.0 DISPATCH CENTER EQUIPMENT IMPLEMENTATION
6.1 Dispatch Center Equipment
The PSERN Project Budget will fund the purchase of certain PSERN System equipment
that will be installed at Dispatch Centers in King County in a like- for -like exchange of
existing KCERCS - related equipment in order to enable the Dispatch Centers to access
and use the PSERN System. The County shall be the owner of said PSERN System
equipment during the Implementation Period and will transfer ownership to the PSERN
Operator as provided in Section 9.
6.2 Dispatch Center Agreements
Neither the County nor the PSERN Operator may deny consoles or console service to
any Dispatch Center. As a condition of using said new equipment and the PSERN
System, each Dispatch Center shall enter into a Dispatch Center Agreement with the
County or the PSERN Operator. The County and the PSERN Operator shall make
consoles and console service available to each Dispatch Center on substantially similar
terms and conditions. The Dispatch Center Agreement shall include, among others
terms, the following:
a. a grant by the Dispatch Center to the County and its successors and
assigns for the space, access rights, power, fiber connections, internet
access and other resources necessary for the County and its contractors
to deliver, store, install, test, operate and maintain PSERN System
equipment;
b. the quantities and types of equipment that will be funded by the
PSERN Project Budget and installed at the Dispatch Center;
c. the schedule and locations for installation and testing of said
equipment and training users;
d. the provision that the County or PSERN Operator, as appropriate, will
provide maintenance, updates, and upgrades to consoles for as long as
they shall remain in service and owned by the County or the PSERN
Operator;
e. the process for repairing /replacing /upgrading equipment;
f. the obligations for the Dispatch Center to pay the user fees and other
costs of connecting to the PSERN System during the Operations Period;
g. the Dispatch Center is responsible for theft, damage or other loss after
delivery of equipment to the Dispatch Center's facility; and
h. a commitment by the Dispatch Center to execute a novation replacing
the County with the new PSERN Operator for the Operations Period.
If a Party or entity is both a Dispatch Center and a User Agency, the above provisions
may be addressed in a single Dispatch Center /User Agency Agreement.
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7.0 SUBSCRIBER RADIO EQUIPMENT IMPLEMENTATION
7.1 County Purchase of Initial Order of Subscriber Radios
Pursuant to an executed User Agency Agreement as provided in Section 7.4, the County
will purchase initial orders of Subscriber Radios on behalf of all User Agencies.
Ownership of said County - purchased Subscriber Radios will be transferred to the User
Agencies within the same fiscal year that the Subscriber Radios are put into service.
User Agencies may enter into "piggyback" contracts with the PSERN Contractor for the
direct purchase of additional Subscriber Radios.
7.2 Project Funding for Certain Subscriber Radios
The PSERN Project Budget will be used to fund the initial order of certain types of
Subscriber Radios and accessories for the User Agencies identified in the List of User
Agencies Eligible for Radio Exchanges, which is attached hereto and made a part hereof
as Exhibit 5. A User Agency listed in Exhibit 5 shall be eligible to receive a Project -
funded Subscriber Radio and a kit of standard accessories in exchange for a trade -in
radio used in the KCERCS, provided that each trade -in radio:
a. was an active radio in the KCERCS zone controller within thirty (30)
days prior to the date of the exchange; and
b. is an operable radio at the time of the exchange.
The new Subscriber Radio funded by the Project Budget shall be the type of radio as
listed in Exhibit 5 that is the nearest equivalent to the trade -in radio.
7.3 Payments by User Agencies
7.3.1 A User Agency that is listed on Exhibit 5 shall pay the County for the
added costs of any Subscriber Radios, features and accessories that are not
covered by the Project Budget under Section 7.2.
7.3.2 A User Agency that is not listed in Exhibit 5 shall pay the County for the full
cost, including taxes, of any Subscriber Radio purchased by the County on its
behalf.
7.3.3 The County shall establish the method and timing of such payments in
advance of placing an order with the PSERN Contractor.
7.4 User Agency Agreements
No User Agency may register or use a radio or other device on PSERN unless it has
entered into a User Agency Agreement with the County or the PSERN Operator.
Neither the County nor the PSERN Operator may deny radios or radio service to any
agency permitted to be licensed in the Public Safety Radio Spectrum pursuant to 47
C.F.R. Part 90 if that agency enters into and complies with the provisions of a User
Agency Agreement. The User Agency Agreements shall include, among other terms,
the following:
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a. the quantities and types of Subscriber Radios that will be funded by
the PSERN Project Budget and the amounts to be paid by the User
Agency;
b. designation of the User Agency's status (primary or secondary) and
priorities at the talkgroup level;
c. a grant of all space, access rights, power and other resources
necessary for the County and its contractors to deliver, store, install, and
test Subscriber Radios;
d. the schedule and locations for installation and testing of Subscriber
Radios and user training;
e. the central management of encryption keys and the template for
programming User Agency radios;
f. the prohibition with applicable timeframes on a User Agency's re -sale
or transfer of any Subscriber Radios and the requirements for tracking
and reporting all Subscriber Radios to the County;
g. the terms for use of the System including acceptable equipment
models and features, protocols, maintenance standards and other
conditions;
h. the process for repairing /replacing Project- funded Subscriber Radios
through the end of the warranty period;
i. the obligations for the User Agency to pay the user fees and other
costs of connecting to the PSERN System during the Operations Period;
j. the User Agency is responsible for theft, damage or other loss after
delivery of equipment to the User Agency's facility; and
k. a commitment by the User Agency to execute a novation replacing the
County with the new PSERN Operator for the Operations Period.
8.0 PSERN PROJECT BUDGET FOR IMPLEMENTATION PERIOD
8.1 Funding of Project Budget
The PSERN Project Budget will be funded by proceeds from a County -wide property tax
levy and, as needed, proceeds from bond or other debt instruments issued by the
County. The reimbursement and other payments provided under this Section are
conditioned upon voter - approval of the funding levy and the County Council's adoption
of an appropriation for the PSERN Project Budget. Except as provided in this
Agreement or by action of the Joint Board, the City of Seattle, the EPSCA Cities, and
ValleyCom Cities shall not be required to reimburse the PSERN Project Budget or the
County for costs incurred during the Implementation Period.
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8.2 Elective Contract Change
8.2.1 Any Contract Change determined by the Project Director to be elective,
must be approved in advance by the Joint Board. The Joint Board may approve
the Contract Change either as an Elective Contract Change or if the Joint Board
determines the change is not elective, as a Contract Change. At the time the
Joint Board approves an Elective Contract Change, it shall also approve a
reimbursement allocation for the cost of the Elective Contract Change to be paid
by one or more Parties in the event the Project Budget is insufficient to cover
some or all of the cost of the Elective Contract Change as described in Section
8.2.2 below.
8.2.2 At the end of the Implementation Period, if the PSERN Project Budget is
insufficient to pay the reimbursements and payments provided in this Section 8,
the Parties shall reimburse the PSERN Project Budget for all Elective Contract
Changes according to the allocations approved by the Joint Board, up to the
amount of the budget shortfall beginning with the first adopted Elective Contract
Change and proceeding in chronological order.
8.3 Reimbursement of Planning Phase Costs
8.3.1 The County shall use the Project Budget to reimburse itself, the City of
Seattle, EPSCA and ValleyCom for the following costs incurred from August 1,
2012, through the start of the Implementation Period:
a. the costs of staff labor hours expended on planning, analysis,
procurement, legal and other PSERN System - related activities; and
b. the costs of technical, financial, consultant, legal and other contractor
services related to the PSERN System.
Reimbursement of labor hours shall be at the applicable hourly, monthly or
annual rate that is used in the normal course when the employee's time is
charged for other purposes. Reimbursement for contractor services shall be at
the reasonable, actual amount paid by the agency seeking reimbursement.
8.3.2 Requests for reimbursement under this Section 8.3 may be submitted to
the County after the County Council's adoption of a PSERN Project Budget and
appropriation.
8.3.3 Requests shall be submitted on a form prescribed by the County and be
accompanied by such documentation as the County may require including time
records and invoices.
8.4 Administrative, Election and Financing Costs
The Project Budget shall cover the County's costs of providing administrative support to
the Joint Board and the election, legal, financing, administration and other costs
associated with the levy and the issuance of any bonds or other debt financing.
8.5 Reimbursement of Implementation Period Costs
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8.5.1 The Project Budget shall cover all of the County's costs incurred during the
Implementation Period including:
a. payments to the PSERN Contractor and other contractors
b. County labor and internal charges
c. rents, fees and other costs related to real property access and
development activities
d. insurance
e. equipment, tools, technology, devices, vehicles and supplies
f. travel
g. training
h. fuel
i. freight
j. utilities
k. security systems and services
I. road maintenance
m. cost of claims, litigation and related legal and other expenses.
8.5.2 The County shall use the Project Budget to reimburse the City of Seattle,
EPSCA and ValleyCom for the costs of staff labor hours expended during the
Implementation Period on all PSERN System - related activities contemplated or
required under this Agreement, including:
a. preparation for and participation at Joint Board and technical
committee meetings;
b. witnessing the PSERN Contractor's factory testing, field testing of
infrastructure and coverage testing; and
c. escorting PSERN Contractor personnel to sites at which the City of
Seattle, EPSCA or ValleyCom have current KCERCS maintenance
responsibilities.
Reimbursement of labor hours shall be at the applicable hourly, monthly or
annual rate that is used in the normal course when the employee's time is
charged for other purposes. Requests for reimbursement shall be submitted on
a calendar quarter basis following the County Council's adoption of an
appropriation for the PSERN Project Budget. Failure to submit a request within
sixty (60) days after the end of a calendar quarter shall constitute a waiver of any
reimbursement for cost incurred in said quarter. Requests shall be submitted on
a form prescribed by the County and be accompanied by such documentation as
the County may require including time records and invoices.
8.6 Subscriber Radio Purchases
The Project Budget will be used to fund the initial order of certain types of Subscriber
Radios and accessories as provided in Section 7.
8.7 PSERN Operator's Start -up Costs
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ACT.A Page 38 of 80
Upon creation of a new PSERN Operator as provided in Section 9.1, the County shall
pay to said PSERN Operator the amount specified in the Project Budget for the new
PSERN Operator's pre -FSA expenses for start -up activities under Section 9.2 and the
Operations Period ILA.
8.8 System Transition Stabilization Fund
The County shall, within the Project Budget, create a PSERN System Transition
Stabilization Fund in the amount of $ 2,619,406.00, the purpose of which shall be to
reduce and phase in the impact of increased console and radio rates on PSERN System
User Agencies and Dispatch Centers. By March 31 of the year prior to the expected
date for FSA as projected by the Project Manager, the Joint Board shall adopt a System
Transition Stabilization Fund plan.
9.0 TRANSFER OF SYSTEM FOR OPERATIONS PERIOD
9.1 Creation of a new PSERN Operator
Not later than one year prior to the expected date for FSA as projected by the Project
Manager, the Parties shall create and establish a non - profit corporation as authorized
under RCW 39.34.030 to own, operate, maintain, manage and upgrade /replace the
PSERN System during the Operations Period.
9.2 Start -up of PSERN Operator
As provided in the Operations Period ILA, the Parties shall cause said new PSERN
Operator to hire an Executive Director and staff, train staff, establish facilities, contract
for goods and services, install systems and undertake all other steps necessary for the
PSERN Operator to be able to accept the transfer of the PSERN System from the
County and be fully responsible for the Operations Period upon issuance of FSA by the
Joint Board.
9.3 Transfer and Novation Agreements
The Parties shall cause the PSERN Operator to enter into agreements with the County
and third parties that effect the following upon FSA and after the County has determined
and notified the Parties that all Implementation Period activities have been completed:
a. transfer all PSERN System - related equipment (other than subscriber
radios as provided in Section 7.0); and
b. the novation of the contract with the PSERN Contractor, the Dispatch
Center and User Agency Agreements and all licenses, leases and other
contracts and agreements related to the PSERN System.
The Parties intend and agree that the PSERN Operator shall be deemed to be the
successor to the County for all PSERN System purposes and shall assume all of the
County's rights, responsibilities and liabilities under said contracts, licenses, leases and
agreements.
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10.0 OPERATIONS AND MAINTENANCE PENDING TRANSFER
10.1 Interim Operations
If the transfer of the PSERN System is not completed as provided in Section 9.0 above
and the PSERN Operations Period ILA, then the County may continue to operate and
maintain the PSERN System after FSA.
10.2 Cost Allocation Model
10.2.1 In the event the transfer to a new PSERN Operator has not occurred and
if the County continues to act as the lead for operations and maintenance beyond
FSA, the County will be paid monthly user rates by each Dispatch Center and
User Agency, based on the Cost Allocation Model at Exhibit 4, until the transfer
occurs and the County has closed out its role and incurs no more costs.
10.2.2 The Cost Allocation Model shall be applied to an annual Operations
Budget developed by either the County or the PSERN Operator for each
calendar year of Operations after FSA. The Dispatch Center and User Agency
rates shall be recalculated annually to reflect cost changes from January 1
through December 31 of each year, and shall be included in the Operations
Budget, which shall be subject to approval by the Joint Board.
10.2.3 By May 1 of each year, the County or PSERN Operator shall calculate
the share of costs to be billed to the Dispatch Centers and User Agencies in
accordance with the Cost Allocation Model and Operations Budget in the coming
year and transmit that information to each Dispatch Center and User Agency.
10.3 The County shall collect fees in accordance with the Dispatch Center and User
Agency Agreements.
11.0 INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND
RECORDS
11.1 Intellectual Property
The Parties may be provided with products, documents or other deliverables related to
the PSERN System that are the subject of copyright, trade secret and other intellectual
property rights of, or claims of such rights. Each Party agrees that it will exercise any
intellectual property license rights in accordance with the license provisions of the
County Contract and any other applicable licenses so long as the Party has prior notice
of the license requirements.
11.2 Confidential Information
11.2.1 Each Party agrees that it will: (a) limit the distribution of Confidential
Information to those employees, contractors or other persons who have a
reasonable business need to know such information; and (b) take all reasonable
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ACT.A Page 40 of 80
care, and not less than the care the Party applies to its own confidential
information, to prevent unauthorized use or disclosure of Confidential
Information. Each Party agrees that it will not use, copy, convey or disclose any
Confidential Information to any other person or entity unless expressly authorized
in writing by the person that provided the Confidential Information or as may be
required by law.
11.2.2 Such care shall include: (a) requiring such employees, contractors or
other persons to sign a nondisclosure agreement; (b) requiring any contractors to
also undertake reasonable protection measures; and (c) promptly enforcing any
violations of such agreements.
11.3 Records.
11.3.1 Each Party shall keep records as required by state law and in
accordance with such policies, procedures and retention schedules as may be
established by the Joint Board. To the extent permitted by law, all records,
accounts and documents relating to matters covered by this Agreement shall be
subject to inspection, copying, review or audit by the Washington State Auditor or
any Party. Upon reasonable notice, during normal working hours, each Party
shall provide auditors from the Washington State Auditor or the other Parties with
access to its facilities for copying said records at their expense.
11.3.2 Each Party shall be responsible for responding to public disclosure
requests addressed to it in accordance with the Washington Public Records Act,
Chapter 42.56 RCW, and such procedures as may be established by the Joint
Board. If a Party receives a public records request for records related to the
PSERN System, the Party receiving the request shall promptly notify the Project
Director and the Joint Board. Absent agreement by the Parties on other
arrangements, the Party receiving the request shall remain responsible for
responding to the requester. In the event a request for records is addressed to
the Joint Board but specifies records of a single Party, such Party shall assume
responsibility for responding to the request. In the event a request for records is
addressed to the Joint Board but does not specify records of a single Party, the
County shall assume responsibility for coordinating the Parties' response to the
request.
11.3.3 If the requested records include any Confidential Information, the Party
receiving the request shall promptly notify the Party or other person or entity that
designated the information as Confidential Information. Any Party receiving a
public records request that includes Confidential Information shall not disclose
the Confidential Information for ten (10) business days in order to give the
affected Party or third party the opportunity to take whatever action they deem
necessary to protect their interests before disclosure of the Confidential
Information. A Party receiving a public disclosure request shall not be required to
take any legal action in order to prevent disclosure of Confidential Information,
nor shall a Party incur any liability to any other Party for disclosing Confidential
Information in response to a public disclosure request so long as the disclosing
Party has complied with the provisions of this Section 11.
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ACT.A Page 41 of 80
12.0 FORCE MAJEURE
Acts of nature, acts of civil or military authorities, acts of war, terrorism, fire, accidents,
shutdowns for purpose of emergency repairs, strikes and other labor disruptions, and
other industrial, civil or public disturbances that are not reasonably within the control of a
Party causing the Party's inability to perform an obligation under this Agreement are
"Force Majeure Events." If any Party is rendered unable, wholly or in part, by a Force
Majeure Event, to perform or comply with any obligation or condition of this Agreement,
such obligation or condition shall be suspended for the time and to the extent reasonably
necessary to allow for performance and compliance and restoration of normal
operations.
13.0 TERMINATION OF AGREEMENT; WITHDRAWAL OF A PARTY
13.1 Termination of Agreement by Joint Board.
The Joint Board may terminate this Agreement in its entirety by the unanimous
affirmative vote of all voting Representatives.
13.2 Withdrawal of a Party.
13.2.1 In the event that a Party desires to withdraw from this Agreement, it shall
give written notice to the Joint Board including its reasons therefor, a description
of the probable impacts on the other Parties, a description of the probable
impacts to the scope, schedule and budget of the PSERN Project and a
proposed withdrawal work plan that will identify all necessary actions which need
to be undertaken to effect the withdrawal.
13.2.2 Upon receipt of the above - described notice and information, the Joint
Board will consider the request for withdrawal. The Joint Board may in its sole
discretion approve a Party's request to withdraw from this Agreement and
establish any terms and conditions for approval. Approval requires a unanimous
vote of all voting Representatives on the Joint Board.
13.2.3 A Party that is permitted to withdraw shall remain responsible for any
obligations that arose prior to the effective date of the withdrawal and for any that
are specified under Section 15.14 as surviving a withdrawal. A withdrawing Party
shall be solely liable for any actual costs to the other Parties arising out of or
resulting from the withdrawal. Any such costs or other amounts owed under this
Agreement by a withdrawing Party shall be paid prior to the effective date of the
withdrawal or, if such amounts are not yet established, then within thirty (30)
days after the amount is established.
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ACT.A Page 42 of 80
14.0 LEGAL RELATIONS
14.1 Independent Contractors and No Third Party Beneficiaries
14.1.1 Each Party to this Agreement is an independent contractor with respect to
the subject matter herein. No joint venture or partnership is formed as a result of
this Agreement.
14.1.2 Nothing in this Agreement shall make any employee of one Party an
employee of another party for any purpose, including, but not limited to, for
withholding of taxes, payment of benefits, worker's compensation pursuant to
Title 51 RCW, or any other rights or privileges accorded by virtue of their
employment. No Party assumes any responsibility for the payment of any
compensation, fees, wages, benefits or taxes to or on behalf of any other Party's
employees. No employees or agents of one Party shall be deemed, or represent
themselves to be, employees of another Party.
14.1.3 It is understood and agreed that this Agreement is solely for the benefit of
the Parties, ValleyCom and EPSCA and gives no right to any other person or
entity.
14.2 Claims Arising from the Joint Board's Acts or Omissions
The Parties agree to share the cost, including the costs of defense, in the event of any
claim, lawsuit, demand, judgment, award or liability of any kind against the Joint Board,
any Party, ValleyCom or EPSCA and their respective officials and employees
( "Claim(s) ") arising out of, or in any way resulting from: (a) a Joint Board action or failure
to act; or (b) the County's acts or omissions arising from a Joint Board action or failure to
act. The Parties agree to share the costs arising from such a Claim(s), including the
costs of defense in the following percentages:
a. King County shall be liable for 25 %;
b. City of Seattle shall be liable for 25 %;
c. the EPSCA Cities shall be jointly and severally liable for 25 %; and
d. the ValleyCom Cities shall be jointly and severally liable for 25%
The Parties agree to cooperate with each other as necessary in responding to and
defending against all such Claims, which may include developing a joint defense plan.
14.3 Other Claims
Except for a Claim covered by Section 14.2, each Party to this Agreement shall protect,
defend, indemnify, and save harmless the other Parties and their respective officials and
employees, from any and all Claims, arising out of, or in any way resulting from, the
indemnifying Party's negligent acts or omissions. No Party will be required to indemnify,
defend, or save harmless any other Party if the claim, suit, or action for injuries, death, or
damages is caused by the sole negligence of another Party. Where such claims, suits,
or actions result from concurrent negligence of two or more Parties, the indemnity
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ACT.A Page 43 of 80
provisions provided herein shall be valid and enforceable only to the extent of each
Party's own negligence. Each of the Parties agrees that its obligations under this
subparagraph extend to any claim, demand, and /or cause of action brought by, or on
behalf of, any of its employees or agents. For this purpose, each of the Parties, by
mutual negotiation, hereby waives, with respect to each of the other Parties only, any
immunity that would otherwise be available against such claims under the Industrial
Insurance provisions of Title 51 RCW.
14.4 Waiver of Consequential and Certain Other Damages
ALTHOUGH EACH PARTY ACKNOWLEDGES THE POSSIBILITY OF SUCH
LOSSES OR DAMAGES, EACH PARTY AGREES TO WAIVE ALL CLAIMS AGAINST
EPSCA, VALLEYCOM, THE OTHER PARTIES, AND THEIR RESPECTIVE OFFICALS
AND EMPLOYEES FOR ANY: COMMERCIAL LOSS; INCONVENIENCE; LOSS OF
USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY
RELATED TO OR ARISING FROM THIS AGREEMENT, PROVIDED THAT THIS
SECTION SHALL ONLY APPLY TO CLAIMS BETWEEN AND AMONG THE PARTIES,
EPSCA AND VALLEYCOM, AND SHALL NOT BE INTERPRETED TO LIMIT ANY
CLAIMS BROUGHT PURSUANT TO SECTION 14.3.
14.5 In the event that any of the Parties or combination of the Parties incurs any
judgment, award, and /or cost arising therefrom, including attorney fees, to enforce the
provisions of this Section 14, all such fees, expenses, and costs shall be recoverable
from the responsible Party or combination of the Parties to the extent of that
Party's /those Parties' culpability.
14.6 The provisions of this Section 14 shall survive the expiration or termination of this
Agreement.
15.0 GENERAL
15.1 Filing of Agreement
Pursuant to RCW 39.34.040, prior to its entry into force, this Agreement shall be filed
with the King County Recorder's Office or, alternatively, listed by subject on a Party's
web site or other electronically retrievable public source.
15.2 Time of the Essence
The Parties recognize that time is of the essence in the performance of the provisions of
this Agreement.
15.3 Specific Performance
In the event a Party fails to perform an obligation under this Agreement, the other Parties
or any one of them shall have the right to bring an action for specific performance,
damages and any other remedies available under this Agreement, at law or in equity.
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ACT.A Page 44 of 80
15.4 No Waiver
No term or provision of this Agreement shall be deemed waived and no breach excused
unless such waiver or consent shall be in writing and signed by the Party or Parties
claimed to have waived or consented. Waiver of any default of this Agreement shall not
be deemed a waiver of any subsequent default. Waiver of breach of any provision of
this Agreement shall not be deemed to be a waiver of any other or subsequent breach.
Waiver of such default and waiver of such breach shall not be construed to be a
modification of the terms of this Agreement unless stated to be such through written
approval of all Parties.
15.5 Parties Not Relieved of Statutory Obligations
Pursuant to RCW 39.34.030(5), this Agreement shall not relieve any Party of any
obligation or responsibility imposed upon it by law except that to the extent of actual and
timely performance thereof by the Joint Board, the performance may be offered in
satisfaction of the obligation or responsibility.
15.6 Nondiscrimination
The Parties shall comply with the nondiscrimination requirements of applicable federal,
state and local statutes and regulations.
15.7 No Assignment
No Party shall transfer or assign a portion or all of its responsibilities or rights under this
Agreement, except with the prior authorization of the Joint Board.
15.8 Dispute Resolution
If one or more Parties believes another Party has failed to comply with the terms of this
Agreement, the affected Parties shall attempt to resolve the matter informally. If the
Parties are unable to resolve the matter informally, any Party may submit the matter to
mediation in accordance with the process provided in Section 4.5. If the Parties submit
the matter to mediation and the matter is not resolved, then the aggrieved Party shall be
entitled to pursue any legal remedy available.
15.9 Entire Agreement
The Parties agree that this Agreement, including any attached exhibits, constitutes a
single, integrated, written contract expressing the entire understanding and agreement
between the Parties. No other agreement, written or oral, expressed or implied, exists
between the Parties with respect to the subject matter of this Agreement, and the Parties
declare and represent that no promise, inducement, or other agreement not expressly
contained in this Agreement has been made conferring any benefit upon them.
15.10 Amendment Only In Writing
This Agreement may be amended by action of the Joint Board in accordance with
Section 4.4.1.
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ACT.A Page 45 of 80
15.11 Notices
15.11.1 Any notice under this Agreement shall be in writing and shall be
addressed to the Chair of the Joint Board, the Project Director and to each
Party's Representative. Any notice may be given by certified mail, overnight
delivery, facsimile telegram, or personal delivery. Notice is deemed given when
delivered. Email may be used for notice that does not allege a breach or dispute
under this Agreement.
15.11.2 The names and contact information set forth in Contact Information,
attached hereto and made a part hereof as Exhibit 6, shall apply until amended
in writing by a Party providing new contact information to each other Party.
15.12 Choice of Law; Venue
This Agreement and any rights, remedies, and /or obligations provided for in this
Agreement shall be governed, construed, and enforced in accordance with the
substantive and procedural laws of the State of Washington. The Parties agree that the
Superior Court of King County, Washington shall have exclusive jurisdiction and venue
over any legal action arising under this Agreement.
15.13 Severability
The provisions of this Agreement are severable. If any portion, provision, or part of this
Agreement is held, determined, or adjudicated by a court of competent jurisdiction to be
invalid, unenforceable, or void for any reason whatsoever, each such portion, provision,
or part shall be severed from the remaining portions, provisions, or parts of this
Agreement and the remaining provisions shall remain in full force and effect.
15.14 Survival Provisions
The following provisions shall survive and remain applicable to each of the Parties
notwithstanding any termination or expiration of this Agreement and notwithstanding a
Party's withdrawal from this Agreement.
Section 11 Intellectual Property, Confidential Information and Records
Section 14 Legal Relations
Section 15.12 Choice of Law; Venue
Additionally, unless otherwise determined by the Joint Board, Sections 5.3 and 5.4 shall
survive a Party's withdrawal from this Agreement.
15.15 Counterparts
This Agreement shall be executed in counterparts, any one of which shall be deemed to
be an original, and all of which together shall constitute one and the same instrument.
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ACT.A Page 46 of 80
IN WITNESS WHEREOF, authorized representatives of the Parties have signed their
names in the spaces provided below.
KING COUNTY
Name
Title
Date
Approved as to Form:
Deputy Prosecuting Attorney
CITY OF BELLEVUE
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
30
CITY OF AUBURN
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
CITY OF FEDERAL WAY
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
ACT.A Page 47 of 80
CITY OF ISSAQUAH
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
CITY OF KIRKLAND
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
31
CITY OF KENT
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
CITY OF MERCER ISLAND
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
ACT.A Page 48 of 80
CITY OF REDMOND
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
CITY OF SEATTLE
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
32
CITY OF RENTON
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
CITY OF TUKWILA
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
ACT.A Page 49 of 80
Exhibit 1
Contracting Plan
1.0 General
1.1 This Contracting Plan sets forth the general contract procurement and contract administration
responsibilities of the County and its employees with regard to those contracts determined to be
necessary or desirable for the planning, implementation, testing, operation and maintenance of
the PSERN System during the term of the Agreement. Such contracts include contracts with: (a)
the vendor providing the PSERN System and Subscriber Radios; (b) the consultant designing the
improvements at certain sites; and (c) the contractor constructing said site improvements.
1.2 The Project Director, and those King County employees designated by the Project Director,
shall be responsible for the procurements and day -to -day administration of such contracts and
shall make all decisions related thereto subject to such approval by the Joint Board as may be
required by the Agreement
2.0 Contract Procurement Activities
2.1 The County shall be responsible for the following contract procurement activities:
a. drafting and issuing the applicable Invitations To Bid (ITBs) or Requests for Proposals
( "RFPs ") and any modifications to these documents;
b. responding to questions and evaluating bids or proposals submitted in response to the
ITBs or RFPs;
c. conducting contract negotiations;
d. awarding contracts and responding to any protests or challenges to the awards; and
e. responding to requests for County records related to the procurement processes.
2.2 The Joint Board may appoint technical or other committees to participate with the County in
the above procurement activities by providing timely review, comments and recommendations to
the County's Buyer and Project Director, as applicable.
3.0 Contract Administration Activities
3.1 The County shall be responsible for administering PSERN System - related contracts
including the following activities:
a. Monitoring contractors' compliance with contract schedule, scope, budget, quality
requirements, and all other terms and conditions;
b. Participating in inspections, testing and other compliance- verification measures;
c. Identifying performance deficiencies and requiring remediation;
d. Managing the Contract Change Order and amendment processes and performing
cost /price analyses of Contract Changes as necessary;
e. Reviewing and responding to the contractors' deliverables and assertions of milestone
completion within prescribed review timeframes using the agreed upon procedures;
f. Responding to and resolving contractor claims;
g. Processing and paying contractor invoices;
h. Administering warranty claims;
ACT.A Page 50 of 80
i. Coordinating communications between contractors and the owners of sites and facilities
at which PSERN System equipment will be located or current equipment will be removed;
j. Coordinating communications between contractors and the owners of vehicles in which
PSERN System equipment will be installed;
k. Coordinating with User Agencies in the ordering of Subscriber Radios;
I. Coordinating internal and external audits;
m. Responding to information and public disclosure requests from the public and media;
n. Monitoring expenditures compared to the Project Budget, including use of contingency
amounts;
o. Providing reports to the Joint Board on contract administration and the current status of
the PSERN Project; and
p. Contract Close -out.
3.2 The Project Director shall develop appropriate procedures and practices for the activities
listed above. The Project Director may amend such procedures and practices as necessary.
3.3 The Parties acknowledge that it is essential the Project Director serve as the sole
communication conduit with each contractor on matters related to the PSERN System. Unless
specifically designated by the Project Director, the Joint Board Representatives, their Alternates,
members of any committees and the Parties and their employees, representatives, consultants,
and agents shall not communicate with the contractors on PSERN System - related matters.
4.0 Contract Changes
4.1 The County shall execute in writing any changes or amendments to a contract's terms,
conditions, specifications, scope, schedule, price, or other requirements ( "Contract Change ")
4.2 Except in case of an emergency, the Project Director shall obtain prior - approval by the Joint
Board of any Contract Change that:
a. individually adds more than $200,000 in contract cost;
b. collectively, when combined with all other Contract Changes to the applicable
contract, adds more than $1,000,000 in cost to that contract;
C. adds more than thirty (30) days to a contract's schedule;
d. materially changes the PSERN System design;
e. exceeds a PSERN Project Budget line item; or
f. that the Project Director determines to be elective.
5.0 Contractor Claims
5.1 In the event a contractor files a claim for additional time or money, the Project Director shall
notify the Joint Board of the requested Contract Change and whether the Project Director
approves or rejects same. The Project Director is authorized to negotiate and resolve such
claims, subject to the same limitations as regarding Contract Changes set forth above.
5.2 The Joint Board, its committees and the Parties shall cooperate with the Project Director and
support the Project Director in responding, defending and /or resolving such claims including
collecting and providing information and participating in any dispute resolution and legal
proceedings related to such contractor requests or claims.
2
ACT.A Page 51 of 80
6.0 Conditions on Participation in Procurement and Contract Administration Activities
The Project Director may require, as a condition of participating in the PSERN System
procurement and contract administration activities, that Joint Board Representatives and
Alternates, committee members and any other individuals agree in writing to keep information
confidential and comply with all laws, regulations, PSERN System contracts, County
requirements and the provisions of this Agreement including provisions relating to conflict of
interest, confidentiality, records retention, records disclosure and other requirements.
END OF EXHIBIT 1.
3
ACT.A Page 52 of 80
Exhibit 2
List of Party Owned /Controlled Sites
King County Sites
Seattle Sites
Valleycom Sites
EPSCA Sites
Clearview
Apple Cove
Cambridge
Education Hill
Crista
Capitol Hill
McDonald Peak
Norway Hill
Federal Way
Northeast
Skyway
West Tiger Mountain
Grass Mountain
West Seattle
PSAP
King County Regional Justice Center
Harborview Medical Center
Seattle Fire Department
Kent Sites
Redmond Sites
King County Courthouse
Seattle Public Utilities
Cambridge
Education Hill
King County Jail
Sound Transit OMF
DISPATCH
UW Police Department
King County Regional Justice Center
Valleycom
PSAP
Bellevue Sites
Marysville Water Tank
Bellevue Fire Station 9
Rattlesnake Mountain
Ring Hill
Snoqualmie Pass
Sobieski Mountain
Squak Mountain
Top Hat
View Park
Participating PSAP'S and Dispatch Locations
Bothell Police Department
PSAP
Enumclaw Police Department
PSAP
Harborview Medical Center
DISPATCH
Issaquah Police Department
PSAP
King County Courthouse
DISPATCH
King County Jail
DISPATCH
NORCOM 911
PSAP
King County RCECC
PSAP
Redmond Police Department
PSAP
King County Regional Justice Center
DISPATCH
Seattle Fire Department
PSAP
Seattle Police Department
PSAP
Seattle Public Utilities
DISPATCH
Sound Transit LCC
DISPATCH
Sound Transit OMF
DISPATCH
UW Police Department
PSAP
Valleycom
PSAP
King County Youth Service Center
DISPATCH
END OF EXHIBIT 2.
ACT.A Page 53 of 80
Exhibit 3
List of Frequencies
Seattle
EPSCA
Valleycom
Fixed
Mobile
Fixed
Mobile
Fixed
Mobile
851.1875
806.1875
851.1375
806.1375
851.0625
806.0625
851.4125
806.4125
851.8875
806.8875
851.0875
806.0875
851.9375
806.9375
852.6375
807.6375
851.1625
806.1625
851.9875
806.9875
853.3875
808.3875
851.3625
806.3625
852.1625
807.1625
853.4125
808.4125
851.8125
806.8125
852.6875
807.6875
854.2375
809.2375
851.9625
806.9625
852.9125
807.9125
855.4875
810.4875
852.1125
807.1125
853.4375
808.4375
866.1625
821.1625
852.6125
807.6125
853.6625
808.6625
866.2125
821.2125
852.7125
807.7125
854.1125
809.1125
866.4125
821.4125
852.8625
807.8625
854.1875
809.1875
866.4625
821.4625
853.3125
808.3125
854.3625
809.3625
866.6625
821.6625
853.4875
808.4875
854.4125
809.4125
866.9125
821.9125
853.6125
808.6125
866.2875
821.2875
866.9875
821.9875
854.0875
809.0875
866.3125
821.3125
867.2250
822.2250
854.2875
809.2875
866.3375
821.3375
867.2500
822.2500
855.7125
810.7125
866.4375
821.4375
867.3125
822.3125
855.9875
810.9875
866.6875
821.6875
867.3625
822.3625
856.4375
811.4375
866.7125
821.7125
867.3875
822.3875
856.7125
811.7125
866.7375
821.7375
867.4875
822.4875
856.9375
811.9375
866.8875
821.8875
867.8125
822.8125
857.2625
812.2625
867.2875
822.2875
867.8875
822.8875
857.4375
812.4375
867.7625
822.7625
868.2000
823.2000
857.7125
812.7125
867.7875
822.7875
868.2250
823.2250
857.9375
812.9375
868.1750
823.1750
868.5250
823.5250
858.2625
813.2625
868.4750
823.4750
868.6500
823.6500
858.7125
813.7125
868.6750
823.6750
868.7750
823.7750
858.9375
813.9375
868.8750
823.8750
868.8250
823.8250
859.4375
814.4375
866.1625
821.1625
868.9000
823.9000
859.9375
814.9375
866.4125
821.4125
868.9500
823.9500
860.2625
815.2625
866.6625
821.6625
868.9750
823.9750
860.7125
815.7125
868.2250
823.2250
867.0125
822.0125
866.3625
821.3625
868.6500
823.6500
866.3875
821.3875
868.9000
823.9000
866.9375
821.9375
867.5125
822.5125
866.9625
821.9625
867.3375
822.3375
867.4375
822.4375
867.8375
822.8375
867.8625
822.8625
868.4250
823.4250
868.4500
823.4500
866.5125
821.5125
1
ACT.A Page 54 of 80
King County
King County
Fixed
Mobile
Fixed
Mobile
154.9650
153.9950
866.3875
821.3875
155.1900
154.6500
866.4875
821.4875
155.3700
155.3700
866.4875
821.4875
460.5500
465.5500
866.5500
866.5500
851.0625
806.0625
866.5750
866.5750
851.0875
806.0875
866.6000
866.6000
851.1625
806.1625
866.6250
866.6250
851.3625
806.3625
866.6500
866.6500
851.8125
806.8125
866.9375
821.9375
851.9625
806.9625
866.9625
821.9625
852.1125
807.1125
867.3375
822.3375
852.6125
807.6125
867.4375
822.4375
852.8625
807.8625
867.4625
822.4625
853.3125
808.3125
867.6875
867.6875
853.4875
808.4875
867.6875
867.6875
853.6125
808.6125
867.7000
867.7000
854.0875
809.0875
867.7125
822.7125
854.2875
809.2875
867.8375
822.8375
855.2375
810.2375
867.8625
822.8625
855.9875
810.9875
867.9750
822.9750
856.2375
811.2375
868.0125
823.0125
856.4625
811.4625
868.2500
823.2500
856.4875
811.4875
868.4000
823.4000
856.9625
811.9625
868.4250
823.4250
856.9875
811.9875
868.4500
823.4500
857.2375
812.2375
868.5750
823.5750
857.4625
812.4625
868.7000
823.7000
857.4875
812.4875
858.2375
813.2375
858.4625
813.4625
858.4875
813.4875
858.9625
813.9625
859.4625
814.4625
860.4625
815.4625
860.9625
815.9625
866.0125
821.0125
866.0500
866.0500
866.0750
866.0750
866.1000
866.1000
866.1250
866.1250
866.1500
866.1500
866.3625
821.3625
E
ACT.A Page 55 of 80
END OF EXHIBIT 3.
3
ACT.A Page 56 of 80
King
Seattle
EPSCA
Valleycom
County
5945.20
5945.20
5974.85
5945.20
6063.80
6034.15
6004.50
5974.85
6315.84
6197.24
6635.00
6004.50
10715.00
6286.19
10795.00
6093.45
10795.00
10775.00
10835.00
6197.24
10995.00
10795.00
11285.00
6226.89
11095.00
10835.00
11405.00
6256.54
11215.00
10955.00
11525.00
6345.59
11285.00
11245.00
11565.00
6675.63
11445.00
11285.00
6795.00
11585.00
11325.00
6835.63
11445.00
10715.00
10755.00
10795.00
10915.00
11035.00
Frequency in MHz
11075.00
11215.00
11245.00
11285.00
11405.00
11565.00
END OF EXHIBIT 3.
3
ACT.A Page 56 of 80
Exhibit 4
Cost Allocation Model
For the first year of PSERN System operation, rates to be paid by each User Agency
and Dispatch Center will be computed as provided in this Exhibit 4. The PSERN
System annual operating budget and the number of public safety radios, other
radios, and consoles will be known quantities at the time the rates are computed.
Division of Budget Between Radios and Consoles
Percentage of annual budget to be paid with radio user fees = X.
Percentage of annual budget to be paid with console user fees = Y.
X = [83% of employee - related costs in the PSERN annual operating budget + annual
vendor costs for radio - related equipment] / PSERN annual operating budget x 100.
Y = [17% of employee - related costs in the PSERN annual operating budget +
annual vendor costs for console - related equipment] / PSERN annual operating
budget x 100.
Public Safety and Other Radio Rates
X% of the PSERN System annual operating budget will be paid with public safety
radio rates and other radio rates combined.
The other radio rate shall be 78% of the public safety radio rate.
X% of PSERN annual operating budget = [12 x the monthly public safety radio rate x
the number of public safety radios] + [12 x the monthly other radio rate x the number
of other radios].
Console Rates
Y% of the PSERN System annual operating budget will be paid with console rates.
Y% of PSERN annual operating budget = 12 x the monthly console rate x the
number of consoles.
END OF EXHIBIT 4.
ACT.A Page 57 of 80
Exhibit 5
List of User Agencies Eligible for Radio Exchanges
Auburn School District
Bellevue Community College
Bellevue School District
Cedar River Water and Sewer District
City of Algona
City of Auburn
City of Bellevue
City of Black Diamond
City of Bothell
City of Burien
City of Carnation
City of Clyde Hill
City of Covington
City of Des Moines
City of Duvall
City of Enumclaw
City of Federal Way
City of Issaquah
City of Kenmore
City of Kent
City of Kirkland
City of Lake Forest Park
City of Medina
City of Mercer Island
City of Newcastle
City of Pacific
City of Redmond
City of Renton
City of Sammamish
City of SeaTac
City of Seattle
City of Shoreline
City of Snoqualmie
City of Tukwila
City of Woodinville
Covington Water District
Eastside Fire & Rescue
Eastside Hazmat
Enumclaw School District
Kent School District
King County
King County Fire District # 2
King County Fire District # 4
King County Fire District #11
King County Fire District #13
King County Fire District #16
King County Fire District #20
King County Fire District #27
King County Fire District #28
King County Fire District #36
King County Fire District #43
King County Fire District #44
King County Fire District #45
King County Fire District #47
King County Fire District #51
King County Public Hospital District # 1
King County Public Hospital District # 2
King County Public Hospital District # 4
King County Water District #20
King County Water District #49
King County Water District #75
Lake Washington School District
Midway Sewer District
NORCOM
Northeast Sammamish Sewer & Water District
Northshore School District
Northshore Utility District
Public Health - Seattle & King County
Renton School District
Riverview School District
Ronald Wastewater District
Sammamish Plateau Water & Sewer District
Seattle Children's Hospital
Snoqualmie Nation
Soos Creek Water and Sewer
Sound Transit
South Correctional Entity
South King Fire and Rescue
1
ACT.A Page 58 of 80
EPSCA
Federal Way Public Schools
Harborview Medical Center
Highline School District
Issaquah School District
Kent Fire Authority
Seattle Public Schools
Veterans Administration
Seattle Colleges (formerly Seattle
Community College District)
Airlift Northwest
Emergency Service Patrol
Seattle Housing Authority
Washington Poison Control Center
END OF EXHIBIT 5.
Tahoma School District
University of Washington
Valley Communications Center
Valley Regional Fire Authority
Valley View Sewer District
ACT.A Page 59 of 80
Exhibit 6
Contact Information
Kinq County:
Chief Information Officer
King County Department of
Information Technology (KCIT)
Chinook Building
401 Fifth Avenue
Seattle, WA 98104
(206) 263 -7887
City of Auburn:
Mayor
City of Auburn
25 West Main Street
Auburn, WA 98001
(253) 931 -3041
City of Bellevue:
Mayor
City of Bellevue
450 110th Avenue NE
P.O. Box 90012
Bellevue, WA 98009
(425) 452 -7810
City of Federal Way:
Mayor
City of Federal Way
333258 th Avenue South
Federal Way, WA 98003
(253) 835 -7000
City of Issaquah:
Mayor
City of Issaquah
130 East Sunset Way
P.O. Box 1307
Issaquah, WA 98027
(425) 837 -3020
City of Kent:
Mayor
City of Kent
220 Fourth Avenue South
Kent, WA 98032
(253) 856 -5700
END OF EXHIBIT 6.
City of Kirkland:
Mayor
City of Kirkland
1235 th Avenue
Kirkland, WA 98033
(425) 587 -3001
City of Mercer Island:
Mayor
City of Mercer Island
9611 SE 36th Street
Mercer Island, WA 98040
(206) 275 -7993
City of Redmond:
Mayor
City of Redmond
15670 NE 85th Street
P.O. Box 97010
Redmond, WA 98073
(425) 556 -2101
City of Renton:
Mayor
City of Renton
1055 South Grady Way
Renton, WA 98057
(425) 430 -6500
City of Seattle:
Mayor
City of Seattle
7th Floor, 600 Fourth Avenue
Seattle, WA 98124
(206) 684 -4000
City of Tukwila:
Mayor
City of Tukwila
6200 Southcenter Blvd.
Tukwila, WA 98188
(206) 433 -1850
ACT.A Page 60 of 80
EXHIBIT "B"
PUGET SOUND EMERGENCY RADIO NETWORK OPERATOR
INTERLOCAL COOPERATION AGREEMENT
This Interlocal Cooperation Agreement (ILA) is entered into pursuant to the
Interlocal Cooperation Act (Chapter 39.34 RCW) by and among King County and the
cities of Auburn, Bellevue, Federal Way, Issaquah, Kent, Kirkland, Mercer Island,
Redmond, Renton, Seattle, and Tukwila, each a political subdivision or municipal
corporation of the State of Washington (individually, a "Party ") and, (collectively, the
"Parties ").
RECITALS
A. The Parties, under various interlocal agreements, have been responsible for
the ownership, operation and maintenance of various elements in the current King
County Emergency Radio Communications System (KCERCS), a voice radio system
that is nearly twenty years old and is increasingly unsupported by the supplier of the
system's equipment, software and related repairs.
B. The Parties determined that it is in the public interest that a new public safety
radio system be implemented that will provide public safety agencies and other user
groups in the region with improved coverage and capacity, and uniformly high - quality
emergency radio communications. Said new system is referred to herein as the "Puget
Sound Emergency Radio Network System" or "PSERN System."
C. The costs of implementing the PSERN System will be financed by a voter
approved funding measure.
D. The Parties have negotiated a separate agreement ( "Implementation Period
ILA ") that designates King County to act as the lead agency for planning, procurement,
financing and implementation of the PSERN System with the oversight of a Joint Board
established pursuant to the Implementation Period ILA.
E. When the Implementation Period ILA has achieved its purpose, the Parties
will create a new non - profit entity, formed under Chapter 24.06 RCW, to assume the
ownership and control of the PSERN System following Full System Acceptance. This
new entity, also referred to in the Implementation Period ILA and herein as the "PSERN
Operator', is to be responsible for the ownership, operations, maintenance,
management and on -going upgrading /replacing of the PSERN System during its useful
life.
F. The purpose of this Agreement is to establish the terms under which the
Parties will form the new non - profit entity and undertake the ownership, operations,
maintenance, management and on -going upgrading /replacing of the PSERN System.
Page 1
ACT.A Page 61 of 80
NOW, THEREFORE, in consideration of the mutual promises, benefits and
covenants contained herein and other valuable consideration, the sufficiency of which is
hereby acknowledged, the Parties agree to the above Recitals and the following:
1.0 RULES OF CONSTRUCTION AND DEFINITIONS
1.1 Rules of Construction
1.1.1 Unless the context requires otherwise, the singular form of a word shall
also mean and include the plural (and vice versa), and the masculine gender
shall also mean and include the feminine and neutral gender (and vice versa).
1.1.2 References to statutes or regulations include all current and future
statutory or regulatory provisions consolidating, amending or replacing the
statute or regulation referred to.
1.1.3 References to sections, exhibits, attachments or appendices to this
Agreement and references to articles or sections followed by a number shall be
deemed to include all subarticles, subsections, subclauses, subparagraphs and
other divisions bearing the same number as a prefix.
1.1.4 The words "including," "includes" and "include" shall be deemed to be
followed by the words "without limitation ".
1.1.5 The words "shall" or "will" shall be deemed to require mandatory action.
1.1.6 Words such as "herein," "hereof' and "hereunder' are not limited to the
specific provision within which such words appear but shall refer to the entire
Agreement taken as a whole.
1.1.7 Words such as "person" or "party" shall be deemed to include individuals,
political subdivisions, governmental agencies, associations, firms, companies,
corporations, partnerships, and joint ventures.
1.1.8 References to "days" shall mean calendar days unless expressly stated to
be "Business Days." If the due date for a task, payment, or any other requirement
falls on a Saturday, Sunday or holiday observed by the County, the due date
shall be deemed to be the next Business Day.
1.1.9 Words not otherwise defined that have well -known technical industry
meanings are used in accordance with such recognized meanings.
1.1.10 The headings and captions inserted into this Agreement are for
convenience of reference only and in no way define, limit, or otherwise describe
the scope or intent of this Agreement, or any provision hereof, or in any way
affect the interpretation of this Agreement.
Page 2
ACT.A Page 62 of 80
1.1.11 This Agreement was negotiated and prepared by the Parties and their
respective attorneys. The Parties acknowledge and agree that the rule of
construction that an ambiguous contract should be construed against the drafter
shall not be applied in any construction or interpretation of this Agreement.
I WtIIIIIIIIIIIIIIIIIIIIII 00 iti1[iC 111
Words and terms shall be given their ordinary and usual meanings except that the
following terms are defined for this Agreement as follows:
"Board of Directors" or "Board" means the board formed by the Parties to govern
the PSERN Operator.
"AGREEMENT " means this Interlocal Cooperation Agreement.
"BUDGET" means the budget approved by the Board of Directors to pay for the
anticipated costs of operating and maintaining the PSERN System.
"CONSOLIDATED SERVICE AREA" means those geographic areas of King
County, Pierce County and Snohomish County, Washington, previously served
by the emergency radio networks of King County, the City of Seattle, the
Eastside Public Safety Communications Agency (EPSCA) and the Valley
Communications Agency (ValleyCom), and which areas are to be prospectively
served by the PSERN System. The Consolidated Service Area shall also include
those other geographic areas that are added to the area served by the PSERN
System as expanded in accordance with action of the Board of Directors.
"COUNTY " means King County, Washington.
"EXECUTIVE DIRECTOR " means the individual selected by the Board of
Directors to administer the PSERN Operator on a daily basis.
"FULL SYSTEM ACCEPTANCE " or "FSA" means the determination issued to
the PSERN System Contractor upon satisfactorily completing the final system
development phase milestone pursuant to Contract No. [Contract Reference
Number to be included here]
"KCERS" means the King County Emergency Radio Communication System.
"OPERATIONS PERIOD" means the period that commences with the first full
month after FSA and continuing through the life of the PSERN System.
"PUGET SOUND EMERGENCY RADIO NETWORK OPERATOR " or " PSERN
Operator" means the non - profit corporation created pursuant to this Agreement
Page 3
ACT.A Page 63 of 80
and the Implementation Period ILA to be incorporated in Washington State for
the purpose of owning, operating, maintaining, managing and ongoing
upgrading /replacing of the PSERN System during the Operations Period.
"PUGET SOUND EMERGENCY RADIO NETWORK SYSTEM" or " PSERN
System" means the land mobile radio system constructed under the
Implementation Period ILA. It also means all equipment, software, and other
work deployed to provide public safety communication service(s) or an addition
to an existing infrastructure to provide new or additional public safety
communication service(s). "System" means an infrastructure that is deployed to
provide public safety communication service(s) or an addition to an existing
infrastructure to provide new or additional public safety communication
service(s).
"SERVICE RATE" means the rate or rates charged to User Agencies in
accordance with the Rate Model appended hereto, or as it may be amended by
action of the Board of Directors.
"SERVICES" means voice, data, video, or other services communication
provided to User Agencies.
"USER AGENCY " means an entity that is authorized under a User Agency
Agreement to use the PSERN System.
"USER AGENCY AGREEMENT" means an agreement executed between the
County or the PSERN Operator, as appropriate, and a User Agency establishing
the terms under which a User Agency is allowed to access and use the PSERN
System.
2.0 DURATION OF AGREEMENT
2.1 Effective Date and Conditions
Except as provided herein, this Agreement shall be in effect on the date it is last signed
by an authorized representative of each the Parties, and shall remain in effect until
terminated as provided in Section 7. However, Sections 4, 5, and 6 of this Agreement
shall not be effective until the date the articles of incorporation for the PSERN Operator
are filed with the Washington Secretary of State pursuant to Chapter 24.06 RCW.
3.0 PURPOSE OF THE AGREEMENT
Following completion of the Implementation Period ILA and Full System Acceptance,
the purpose of this Agreement is to provide communication services to public safety
users and any other agencies permitted to be licensed in the 800 MHz Public Safety
Radio Spectrum pursuant to 47 C.F.R. Part 90 that are within the boundaries of the
Consolidated Service Area. To effectuate this purpose, the Parties authorize
Page 4
ACT.A Page 64 of 80
establishment of a non - profit entity pursuant to Chapter 24.06 RCW, which entity shall
be known as the PSERN Operator, initially consisting of King County, and the cities of
Auburn, Bellevue, Federal Way, Issaquah, Kent, Kirkland, Mercer Island, Redmond,
Renton, Seattle and Tukwila.
4.0 BOARD OF DIRECTORS
4.1 Creation of Board of Directors
The affairs of the PSERN Operator shall be governed by a Board of Directors that is
hereby created pursuant to RCW 39.34.030(4) that shall act on behalf of all Parties and
as may be in the best interests of PSERN. The Board of Directors is not a separate
legal or administrative entity within the meaning of RCW 39.34.030(3).
4.2 Composition of the Board of Directors
The Board of Directors shall be composed of four voting members: one member from
King County, one member from the City of Seattle, one member representing the cities
of Bellevue, Issaquah, Kirkland, Mercer Island and Redmond, and one member
representing the cities of Auburn, Federal Way, Kent, Renton and Tukwila. Each such
member shall be the Chief Executive Officer of the political subdivision or municipal
corporation from which the representative comes, or his /her designee. The Board of
Directors Chair shall be elected from among its members. The Board of Directors shall
also elect a Vice Chair from among its members to serve in the absence of the Chair.
Each of the Parties shall provide written notice of their initial Board of Directors member
to the Chair of the Joint Board established under the Implementation Period ILA.
Thereafter, notice of a change to a Party's Board of Directors member shall be effective
upon delivery of written notice by the Party to the Chair of the Board of Directors.
4.2.1 The Board of Directors shall also include two nonvoting members to
comment and participate in discussion but who are not entitled to vote on any
matter and who are selected by the voting members: one member from the law
enforcement public safety profession and one member from the fire or
emergency medical services public safety profession. Each such member shall
be the Chief or his /her designee. These members shall not be employees of one
of the Parties.
4.3 Quorum and Meeting Procedures
4.3.1 A quorum for a meeting of the Board of Directors shall be a majority of the
Board members who have voting authority. Action by the Board of Directors shall
require the affirmative vote of at least three Board members.
4.3.2 Any Board of Directors member who has voting authority may request that
a vote on a measure be deferred until the next meeting. The measure shall then
be deferred for one meeting unless the other three members find either that there
is an emergency requiring that the vote be taken at the originally scheduled
meeting or that a delay would likely result in harm to the public, Users, or the
Page 5
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PSERN Operator. A vote on the same measure shall not be deferred a second
time without the concurrence of the majority of the Board of Directors.
4.2.2 The Board of Directors shall establish by -laws and procedures for its
operations and meetings including the establishing of a regular meeting schedule
and location and providing for the scheduling of special and emergency
meetings.
4.2.3 The Board of Directors shall take actions by vote and each voting Board
member shall be entitled to one vote. All votes shall have equal weight in the
decision - making process.
4.2.4 Board members must be present at a meeting to vote and may not vote by
proxy, provided that if approved by the Board, a member may participate in
Board meetings and may vote on Board issues via telephone or other electronic
voice communication.
4.2.5 Monthly meetings of the Board of Directors shall be scheduled provided
that there shall be a minimum of two (2) meetings held each year. Other
meetings may be held upon request of the Chair or any two members.
4.2.6 The Board of Directors shall comply with applicable requirements of the
Washington State Open Public Meetings Act (Chapter 42.30 RCW).
4.2.7 A designee attending Board of Directors meetings on behalf of a regular
member of the Board shall be entitled to exercise all rights of the member to
participate in such meetings, including participating in discussion, making
motions, and voting on matters coming before the Board.
4.3 Board of Directors Actions
4.3.1 The Board of Directors shall oversee the operation and maintenance of the
PSERN Operator. In furtherance of that oversight, the Parties confer upon the
Board of Directors the broadest power and authority provided to King County and
each member city consistent with the Washington Constitution to achieve the
purpose of this Agreement. Any specific enumeration of municipal power
contained in this Agreement or in any other applicable general law shall not be
construed in any way to limit the general description of power contained in this
Agreement, and any specifically enumerated powers shall be construed as in
addition and supplementary to the powers conferred in general terms through
this Agreement. All grants of municipal power to the municipalities electing to
exercise authority under the provisions of this Agreement, whether the grant is in
specific terms or in general terms, shall be liberally construed in favor of the grant
of powers given by the municipalities that are Parties to this Agreement. By way
of example, some of those powers include:
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a. Amend this Agreement, subject to Section 11.10;
b. Establish committees and advisory groups to perform activities related
to the PSERN System;
c. Adopt and amend budgets and approve expenditures.
d. Adopt and amend policies and bylaws for the administration and
regulation of the PSERN Operator;
e. Approve contracts within the parameters of the established
purchasing and contracting policies;
f. Direct and supervise the activities of the Operating Board and the
Executive Director;
g. Hire, set the compensation for, and terminate the employment of the
Executive Director. The Board shall evaluate the Executive Director's
performance and give the Executive Director a written evaluation of his or
her performance at least annually;
h. Establish a fund or special fund or funds as authorized by RCW
39.34.030;
i. Establish Services Rates and terms of use for User Agencies;
j. Conduct regular and special meetings;
k. Approve PSERN operation and maintenance standards;
I. Determine the services the PSERN Operator shall offer and the terms
under which they will be offered;
m. Approve agreements with third parties;
n. Incur debt in the name of the PSERN Operator to make purchases or
contracts for services to implement the purposes of this Agreement;
o. Purchase, take, receive, lease, take by gift, or otherwise acquire, own,
hold, improve, use and otherwise deal in and with real or personal
property, or any interest therein, in the name of the PSERN Operator;
p. Sell, convey, mortgage, pledge, lease, exchange, transfer, and
otherwise dispose of all of its property and assets;
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ACT.A Page 67 of 80
q. Sue and be sued, complain and defend, in all court of competent
jurisdiction;
r. Hold licenses for radio frequencies;
s. Recommend action to the legislative bodies of the Parties and User
Agencies;
t. Delegate the Board of Directors' authority under this Agreement
subject to such limitations and conditions as the Board of Directors may
establish.
u. Enter into agreements with other agencies to accomplish tasks for the
PSERN Operator such as agreements regarding procurement, employee
benefits, and property leasing;
v. Exercise any powers necessary to further the goals and purposes of
this Agreement that are consistent with the powers of the Parties; and
5.0 OPERATING BOARD
Creation of Operating Board
An Operating Board of radio users will be created by the Board of Directors for the
purposes of providing advice and other duties as deemed appropriate by the Board of
Directors.
6.0 EXECUTIVE DIRECTOR
The Executive Director shall report to the Board of Directors and shall advise it from
time to time on matters related to the operation and functions of the PSERN System
and the PSERN Operator, including proposed budgets, financial and liability issues, and
other appropriate matters related to the PSERN System and the PSERN Operator. The
Director may also request assistance from the Operating Board to address tasks calling
for technical and user - related expertise.
6.1 Executive Director Duties
6.1.1 The Executive Director shall:
a. Schedule and manage the PSERN Operator's day -to -day activities in
consistent with the policies, procedures, and standards adopted by the
Board of Directors;
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ACT.A Page 68 of 80
b. Hire, evaluate at least annually, and terminate staff in compliance with
the PSERN Operator's budget;
c. Propose and administer Annual Budgets including its contingency;
d. Approve expenditures and sign contracts in amounts up to $100,000
that are included in the budget without additional approval of the Board
of Directors;
e. Track the performance of PSERN systems and services;
f. Provide support to the Board of Directors;
g. Recommend policies, procedures, and standards, including changes to
these policies, procedures, and standards;
h. Provide written monthly reports to the Board of Directors describing the
PSERN Operator's budget status, system performance against targets,
partial or full system outages, purchases equal to or greater than
$10,000, and usage statistics;
i. Maintain and manage records in accordance with the state Public
Records Act (Ch. 42.56 RCW) and other applicable state and federal
laws and regulations; and
j. Perform other duties as assigned.
6.2 Qualifications and Status of the Executive Director
The Executive Director shall have experience in the technical, financial and
administrative fields of public safety radio and his or her appointment shall be on the
basis of merit only. The Executive Director is an "at will" position that may not be
modified by any PSERN Agency policy, rule, or regulation regarding discipline or
termination of PSERN Agency employees, and accordingly, the Executive Director may
be terminated from his or her position upon majority vote of the Board of Directors.
7.0 WITHDRAWAL AND REMOVAL
7.1 Withdrawal of a Party.
7.1.1 In the event that a Party desires to withdraw from this Agreement, it shall
give written notice to the Board before January 1st of the year prior to the year
the withdrawal will be effective. The Party's withdrawal shall become effective on
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ACT.A Page 69 of 80
the last day of the year following delivery and service of appropriate notice to all
other Parties.
7.1.2 A Party that withdraws shall remain responsible for any obligations that
arose prior to the effective date of the withdrawal and for any that are specified
under Section [Section reference to be inserted.] as surviving a withdrawal.
A withdrawing Party shall be solely liable for any actual costs to the other Parties
arising out of or resulting from the withdrawal. Any such costs or other amounts
owed under this Agreement by a withdrawing Party shall be paid prior to the
effective date of the withdrawal or, if such amounts are not then established, then
within thirty (30) days after the amount is established.
7.1.3 If Party withdraws from this Agreement, the withdrawing Party will forfeit
any and all rights it may have to PSERN System real or personal property, or any
rights to participate in the PSERN Operator, unless otherwise provided by the
Board of Directors.
7.2 Removal of a Party.
The Board of Directors may, for cause, remove a Party from this Agreement and
terminate the Party's rights to participate in PSERN. Cause may include, but is not
limited to, failure to act in good faith in participating in the Board of Directors and willful,
arbitrary failure to approve and appropriate funds necessary to pay the Party's share of
the costs under this Agreement.
8.0 DISSOLUTION AND TERMINATION
Three (3) or more Parties may, at any one time, by written notice provided to all Parties,
call for a complete dissolution of the PSERN Operator and termination of this
Agreement. Upon an affirmative majority vote by the Board of Directors and an
affirmative majority vote of the legislative bodies of each of the Parties for such
dissolution and termination, the Board of Directors shall establish a task force to
determine how the PSERN System assets, liabilities and properties will be divided upon
dissolution. Final approval of the disposition of the PSERN System assets shall require
an affirmative majority vote by the Board of Directors. Upon an affirmative majority vote
by the Board of Directors and upon an affirmative majority vote of the legislative bodies
of each of the Parties, the PSERN Operator shall be directed to wind up business, and
a date will be set for final termination, which shall be at least one (1) year from the date
of the vote to dissolve and terminate this Agreement. Upon the final termination date,
this Agreement shall be fully terminated.
9.0 LEGAL RELATIONS
9.1 Employees and No Third Party Beneficiaries
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ACT.A Page 70 of 80
9.1.2 Nothing in this Agreement shall make any employee of one Party an
employee of another party for any purpose, including, but not limited to, for
withholding of taxes, payment of benefits, worker's compensation pursuant to
Title 51 RCW, or any other rights or privileges accorded by virtue of their
employment. No Party assumes any responsibility for the payment of any
compensation, fees, wages, benefits or taxes to or on behalf of any other Party's
employees. No employees or agents of one Party shall be deemed, or represent
themselves to be, employees of another Party.
9.1.3 It is understood and agreed that this Agreement is solely for the benefit of
the Parties and gives no right to any other person or entity.
�IIPMITCa'ililiMTMe ,
Each Party to this Agreement shall protect, defend, indemnify, and save harmless the
other Parties and their respective officials and employees, from any and all Claims,
arising out of, or in any way resulting from, the indemnifying Party's negligent acts or
omissions arising out of this Agreement. No Party will be required to indemnify, defend,
or save harmless the other Party if the claim, suit, or action for injuries, death, or
damages is caused by the sole negligence of another Party. Where such claims, suits,
or actions result from concurrent negligence of two or more Parties, the indemnity
provisions provided herein shall be valid and enforceable only to the extent of each
Party's own negligence. Each of the Parties agrees that its obligations under this
subparagraph extend to any claim, demand, and /or cause of action brought by, or on
behalf of, any of its employees or agents. For this purpose, each of the Parties, by
mutual negotiation, hereby waives, with respect to each of the other Parties only, any
immunity that would otherwise be available against such claims under the Industrial
Insurance provisions of Title 51 RCW. Any loss or liability resulting from the negligent
acts, errors, or omissions of the Board of Directors, Operating Board, Executive Director
and /or staff, while acting within the scope of their authority under this Agreement, shall
be borne by the PSERN Operator exclusively. The provisions of this Section shall
survive the termination, expiration or withdrawal from of this Agreement.
10.0 PUBLIC RECORDS
10.1 Records Keeping Responsibilities.
10.1.1 The Executive Director shall keep records related to the PSERN System
and PSERN Operator as required by state law and in accordance with the
policies, procedures and retention schedules as may be established by the
Administrative Board.
10.1.2 Each Party shall keep records related to the PSERN System and PSERN
Operator as required by state law and in accordance with such the policies,
procedures and retention schedules as may be established by the Party, and
each Party shall be responsible for responding to public disclosure requests
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ACT.A Page 71 of 80
addressed to it in accordance with the Washington Public Records Act, Chapter
42.56 RCW, and such procedures as may be established by the Party.
10.1.3 The Executive Director shall be responsible for responding to public
disclosure requests addressed to the PSERN Operator in accordance with the
Washington Public Records Act, Chapter 42.56 RCW, and such procedures as
may be established by the Administration Board.
10.1.4 If a Party or the PSERN Operator or the Executive Director receives a
public records request for records related to the PSERN System or the PSERN
Operator, the recipient of that request shall promptly notify the other parties to
this Agreement, Chair of the Administration Board and the Executive Director.
10.1.5 Absent agreement by the Parties or other arrangements, the recipient of
that request shall remain responsible for responding to the requester. In the
event a request for records is addressed to the PSERN Operator, the Executive
Director or the Board of Directors but specifies records of a single Party, such
Party shall assume responsibility for responding to the request. In the event a
request for records is addressed to the Board of Directors but does not specify
records of a single Party, PSERN shall assume responsibility for coordinating the
Parties' response to the request.
11.0 GENERAL
11.1 Filing of Agreement
Pursuant to RCW 39.34.040, prior to its entry into force, this Agreement shall be filed
with the King County Recorder's Office or, alternatively, listed by subject on a Party's
web site or other electronically retrievable public source.
11.2 Time of the Essence
The Parties recognize that time is of the essence in the performance of the provisions of
this Agreement.
11.3 Specific Performance
In the event a Party fails to perform an obligation under this Agreement, the other
Parties or any one of them shall have the right to bring an action for specific
performance, damages and any other remedies available under this Agreement, at law
or in equity.
11.4 No Waiver
No term or provision of this Agreement shall be deemed waived and no breach excused
unless such waiver or consent shall be in writing and signed by the Party or Parties
Page 12
ACT.A Page 72 of 80
claimed to have waived or consented. Waiver of any default of this Agreement shall not
be deemed a waiver of any subsequent default. Waiver of breach of any provision of
this Agreement shall not be deemed to be a waiver of any other or subsequent breach.
Waiver of such default and waiver of such breach shall not be construed to be a
modification of the terms of this Agreement unless stated to be such through written
approval of all Parties.
11.5 Parties Not Relieved of Statutory Obligation
Pursuant to RCW 39.34.030(5), this Agreement shall not relieve any Party of any
obligation or responsibility imposed upon it by law except that to the extent of actual and
timely performance thereof by the Board of Directors, the performance may be offered
in satisfaction of the obligation or responsibility.
11.6 Nondiscrimination
The Parties shall comply with the nondiscrimination requirements of applicable federal,
state and local statutes and regulations.
11.7 No Assignment
No Party shall transfer or assign a portion or all of its responsibilities or rights under this
Agreement, except with the prior authorization of the Administration Board.
11.8 Dispute Resolution
If one or more Parties believe another Party has failed to comply with the terms of this
Agreement, the affected Parties shall attempt to resolve the matter informally. If the
Parties are unable to resolve the matter informally, any Party may submit the matter to
mediation. In any event, if the matter is not resolved, then any Party shall be entitled to
pursue any legal remedy available.
11.9 Entire Agreement
The Parties agree that this Agreement, including any attached exhibits, constitutes a
single, integrated, written contract expressing the entire understanding and agreement
between the Parties. No other agreement, written or oral, expressed or implied, exists
between the Parties with respect to the subject matter of this Agreement, and the
Parties declare and represent that no promise, inducement, or other agreement not
expressly contained in this Agreement has been made conferring any benefit upon
them.
11.10 Amendment Only In Writing
This Agreement may be amended by an affirmative majority vote the Board of Directors
and unanimity of the Parties.
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ACT.A Page 73 of 80
11.11 Notices
11.11.1 Any notice under this Agreement shall be in writing and shall be
addressed to the Parties' as listed below. Any notice may be given by certified
mail, overnight delivery, or personal delivery. Notice is deemed given when
delivered. Email, acknowledgement requested, may be used for notice that does
not allege a breach or dispute under this Agreement. Email notice is deemed
given when the recipient acknowledges receipt.
11.11.2 The names and contact information set forth in this Agreement shall
apply until amended in writing by a Party providing new contact information to
each other Party and the date the amendment is effective.
11.12 Conflicts
In the event that any conflict exists between this Agreement and any exhibits hereto, the
Agreement shall control.
11.13 Choice of Law; Venue
This Agreement and any rights, remedies, and /or obligations provided for in this
Agreement shall be governed, construed, and enforced in accordance with the
substantive and procedural laws of the State of Washington. The Parties agree that the
Superior Court of King County, Washington shall have exclusive jurisdiction and venue
over any legal action arising under this Agreement.
11.14 Severability
The provisions of this Agreement are severable. If any portion, provision, or part of this
Agreement is held, determined, or adjudicated by a court of competent jurisdiction to be
invalid, unenforceable, or void for any reason whatsoever, each such portion, provision,
or part shall be severed from the remaining portions, provisions, or parts of this
Agreement and the remaining provisions shall remain in full force and effect.
11.15 Survival Provisions
The following provisions shall survive and remain applicable to each of the Parties
notwithstanding any termination or expiration of this Agreement and notwithstanding a
Party's withdrawal or removal from this Agreement.
Section 8 Legal Relations
Section 10 Public Records
Section 11.13 Choice of Law; Venue
11.16 Counterparts
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ACT.A Page 74 of 80
This Agreement shall be executed in counterparts, any one of which shall be deemed to
be an original, and all of which together shall constitute one and the same instrument.
11.17 Execution and Effective Date.
This Agreement shall be executed on behalf of each Party by its duly authorized
representative, pursuant to an appropriate motion, resolution, or ordinance of such
Party.
IN WITNESS WHEREOF, authorized representatives of the Parties have signed their
names and indicated the date of signing in the spaces provided below.
KING COUNTY
Name
Title
Date
Attest:
Clerk
Approved as to Form:
Deputy Prosecuting Attorney
CITY OF BELLEVUE
Name
Title
Date
Attest:
City Clerk
Page 15
ACT.A
CITY OF AUBURN
Name
Title_
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
CITY OF FEDERAL WAY
Name
Title_
Date
Attest:
City Clerk
Page 75 of 80
Approved as to Form:
City Attorney
CITY OF ISSAQUAH
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
CITY OF KIRKLAND
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
Page 16
ACT.A
Approved as to Form:
City Attorney
CITY OF KENT
Name
Title_
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
CITY OF MERCER ISLAND
Name
Title_
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
Page 76 of 80
CITY OF REDMOND
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
CITY OF SEATTLE
Name
Title
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
Page 17
ACT.A
CITY OF RENTON
Name
Title_
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
CITY OF TUKWILA
Name
Title_
Date
Attest:
City Clerk
Approved as to Form:
City Attorney
Page 77 of 80
C i..i,y C�1:
VVA,S I � I N G "i'(')N'
Agenda Subject:
Project Matrix
AGENDA BILL APPROVAL FORM
Department: Attachments:
Police PrAectMatri x
Administrative Recommendation:
Background Summary:
Reviewed by Council Committees:
Councilmember: Peloza
Meeting Date: November 24, 2014
Date:
November 19, 2014
Budget Impact:
$0
Staff: Peloza
Item Number: DI.A
DI.A AUBURN * MORE THAN YOU IMAGINED Page 78 of 80
MUNICIPAL SERVICES COMMITTEE PROJECT - GOAL MATRIX
NO. PROJECT DESCRIPTION LEAD COST REVIEW DATE EST. COMPL. STATUS
DATE
The GATSO proposal was reviewed by the Municipal
10P
Red Light Photo Enforcement
Bob Lee
TBD
Services Committee on 10127114. Council to take
action next.
Quarterly Reports: Jan (Prev Oct -Dec); Apr (Prev Jan -
20P
Animal Control and Rescue
Bob Lee
1/5/2015
On -Going
Mar); Jul (Prev Apr- June); Oct (Prev July -Sept) 1st
meeting of the month.
Quarterly Staff Report: Jan (Prev Oct -Dec); Apr (Prev
Jan -Mar); Jul (Prev Apr -Jun); Oct (Prev Jul -Sep). 2nd
AVHS Board Review and Animal
meeting of the month. Statistical data will be
21 P
Shelley Coleman
TBD
On -Going
Control Licensing Program
provided monthly to the committee for tracking
purposes of License sales for measuring the removal
of the rabies requirement.
The Council Operations Committee /MIT met on
24P
Fireworks Update
Bob Lee
5/l/2015
On -Going
3/18/14. MIT confirmed same fireworks policies as
2013. MIT will pre- announce vendor demonstrations.
Review for reside ntal /commerical rates & cash flow
28 P
Solid Waste Rate Review
Shelley Coleman
6/l/2015
stability.
Quarterly Reports: Jan (Prev Oct -Dec); Apr (Prev Jan -
Mar); Jul (Prev Apr- June); Oct (Prev July -Sept) 2nd
29P
Golf Course & Restaurant Review
Daryl Faber
TBD
meeting of the month. City & Restaurant in
negotiations.
Quarterly update to review Marketing Plan. 2nd
31 P
Cemetery Update
Daryl Faber
1/19/2015
meeting of the month.
NO. ITEM OF INTEREST
Annual review of taxation basis to determine if any
changes need to be made - dependent upon status
41
Ordinance No. 6398 - Pull Tabs
Dan Heid
2/10/2015
of economy. Ordinance No. 6398 was enacted
2/21/12.
Quarterly Reports: Jan (Prev Oct -Dec); Apr (Prev Jan -
61
SCORE Jail Stats
Shelley Coleman
TBD
Mar); Jul (Prev Apr- June); Oct (Prev July -Sept) 2nd
meeting of the month. Review SCORE Jail statistics.
91
Auto Thefts
Bob Lee
2/23/2015
Review auto theft statistics every 6 months.
Last Revision Date: 10/22/2014 E:\ AGENDA\ MunicipalServicesPaperlessPacket \2014 \19 - October 13 \Resources \Matrix 10/27/2014.xls
DI.A Page 80 of 80