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HomeMy WebLinkAboutLW15-039 - Original - Puget Sound Emergency Radio Network - Implementation Period - 02/18/2015 'v � � t ® �t v t� ` W nsninaroN Document CONTRACT COVER SHEET This is to be completed by the contract Manager prior to submission I o city Clerks Office. Ali portions are to be completed. Xf you have questions, please contact City Clark's Office, Vendor Name. King County i Vendor Number. JD Edwards Number Contract Number. LVVS J _ (20 This is assigned by City Clerk's Office Project Name: Puget Sound Emergency Radio Network - Implementation ILA Description: © Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract ❑ Grant Agreement ❑ Other: Contract Effective Date. Upon full execution Termination ®ate. Notice of completion Contract Renewal Notice (Days). Notice of completion Contract Renewal Notice Check Box if Renewal is Upon Written Notice. X Contract Manager. Kim Komoto Department. Law Contract Amount. n/a Budget Affected. na/ Apgoes -l-A-uVieritye-B-Depar-tment-Direeto-r — Mayor--PGity-Cot+wtcil--- - Beta' z-(' drew—losatiGr,-par-coo-anu bey-,-tax-id,-et.-,). adccW10877 8 14 ' PUGET SOUND EMERGENCY RADIO NETWORK IMPLEMENTATION PERIOD INTERLL®CAL COOPERATION AGREEMENT i i TABLE OF CONTENTS 1.0 Rules of Construction and Definitions...............................................................4 2.0 Duration of Agreement...................................................................................... 7 3.0 The Parties' Responsibilities............................................................................. 7 4.0 Joint Board ....................................................................................................... 8 5.0 PSERN System Implementation..................................................................... 13 6.0 Dispatch Center Equipment Implementation................................................... 17 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 i 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 i 2 j PUGET SOUND EMERGENCY RADIO NETWORK IMPLEMENTATION PERIOD INTERLOCAL COOPERA`r10N 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 "Panties"). RECITALS A. The Parties, under various interlocal agreements, including the Emergency Radio Communications System Interlocal Cooperation Agreement, 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 are entering into the "Memorandum of Agreement Regarding Future Operation of Puget Sound Emergency Radio Network" (the MOA) to establish agreement to some of the material terms of a future interlocal agreement 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 3 ownership, operations, maintenance, and on-going upgrading/replacing of the PSERN System during its anticipated useful life. 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. 4 i 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. 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. 1.2A 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 Contract Change shall have the meaning set forth in Exhibit 1, 1.2.6 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. 1.2.7 County means King County, Washington. 1.2.8 Dispatch Center means a facility or an entity that uses the PSERN System to dispatch users of Subscriber Radios. 1.2.9 EPSCA means the Eastside Public Safety Communications Agency. 1.2.10 EPSCA Cities means the Cities of Bellevue, Issaquah, Kirkland, Mercer Island and Redmond, Washington. 5 1.2.11 Full System Acceptance (FSA) means the determination issued to the PSERN Contractor upon satisfactorily completing the final system development phase milestone. 1.2.12 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. I 1.2.13 Joint Board means the board formed by the Parties under this Agreement. 1.2.14 KCERCS means the existing King County Emergency Radio Communication System. 1.2.15 NAC means a notice of apparent completion issued under the contract with the PSERN Contractor. 1.2.16 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. 1.2.17 Operations Period means the period that commences with the first full month after FSA. 1.2.18 Party means a signatory to this Agreement and excludes a signatory that withdraws from this Agreement. 1.2.19 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. 1.2.20 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 Rate Stabilization Allocation described at Section 8.8 of this Agreement. 1.2.21 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. 1.2.22 Project Director means the County employee assigned to lead Project activities. i 1.2.23 PSERN means the Puget Sound Emergency Radio Network. 1.2.24 PSERN Contractor means the prime contractor under County Contract #5729347 (or the County Contract) that is responsible, among other things, for supplying the PSERN System's equipment and software. 6 PSERN Operations Period ILA or Operations Period ILA means the 1.2.25 P p ( p ) future intedocal cooperation agreement to be entered into by the Parties in accordance with the MOA in order to establish the terms under which the PSERN Operator will own, operate, maintain, manage and upgrade/replace the PSERN System during the Operations Period. 1.2.26 PSERN Operator means the new entity to be formed pursuant to the MOA and Section 9.1 of this Agreement to own, operate, maintain, manage and upgrade/replace the PSERN System during the Operations Period. 1.2.27 PSERN Project (see "Project"). 1.2.28 PSERN System or System means all the elements constituting the PSERN System, excluding Subscriber Radios unless the context indicates inclusion. 1.2.29 Representative means a person appointed by an Appointing Party(ies) to serve on the Joint Board. 1.2,30 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. 1.2.31 User Agency means an entity that uses the PSERN System under a valid User Agency Agreement for its employees' radio communications. 1.2,32 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. 1.2.33 ValleyCom means the Valley Communications Center. 1.2.34 ValleyCom Cities means the Cities of Auburn, Federal Way, Kent, Renton, and Tukwila, Washington. j 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. 7 i 3.0 THE PARTIES' RESPONSIBILITIES 3.1 Appointing Representatives to Joint Board 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 BOAR® 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. 8 b. Cities of Bellevue, Issaquah, Kirkland, Mercer Island and Redmond collectively: one (1) Representative and one (1)Alternate. 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. i 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. 9 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 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. I 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 without legislative approval by the Parties; 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; 10 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; 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 Notwithstanding any grant of authority to the Joint Board as set forth in this Agreement, the Joint Board shall not take any action that would negatively affect the taxability of bonds or other debt instruments issued by the County from the County-wide levy funds collected for the Project. 4.4.3 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. 4.5 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 11 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 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 In the event that an emergency, as defined by RCW 39.04,280, has or may have direct, significant and material negative effects on the implementation, operation and maintenance of the PSERN System, the Parties acknowledge that for all contracts entered into by the County and supported by levy funds, the King County Executive shall have the authority to issue a determination of emergency and the provisions of King County Code 2.93.080 shall apply. The Project Director shall communicate to the Parties each decision made pursuant to any emergency determination as soon as reasonably passible. 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. 12 I 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. 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; f. developing and implementing a transition plan for Joint Board approval; g. coordinating PSERN Project activities with the Parties and the j 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. 13 5.2.2 The Project Director shall be responsible for contract procurement and contract administration activities in accordance with Exhibit 1. 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 and the MOA. 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. 14 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. The Parties acknowledge and support EPSCA and ValleyCom each directly entering into an agreement with the County by which each will agree, in consideration for its opportunity (and/or its member cities' opportunity) to participate in the PSERN System, to be bound to the provisions of Sections 5.3.2 and 5.3.3 as they relate to property owned or controlled by EPSCA and ValleyCom respectively. 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 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 j EPSCA and ValleyCom boards, respectively, as necessary to effect the purposes and intent of this Section 5.4. The Parties acknowledge and support EPSCA and ValleyCom each directly entering into an agreement with the County by which each will agree, in consideration for its opportunity (and/or its member cities' opportunity) to participate in the PSERN System, to be bound to the provisions of Section 5.4.1 as it relates to frequencies licensed to or controlled by EPSCA and ValleyCom respectively. 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 a Party's termination or 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 15 I 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 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 16 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. 6.0 DISPATC1l CENTER EOUIPMENT 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-far-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. However, as a condition of using said consoles 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; 17 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. 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: I 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 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. i 18 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: 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 tall<group 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; i 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 19 I 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. 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, l 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 20 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 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 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 21 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 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 Rate Stabilization Allocation The County shall, within the Project Budget, set aside a Rate Stabilization Allocation 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 Director, the Joint Board shall adopt a Rate Stabilization Allocation 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 Director, 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 22 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. 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. 23 i 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 properly 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 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 24 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. 12.0 FORGE 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. 25 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. 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%; 26 i 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 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. I 15.0 GENERAL 15.1 Filing of Agreement 27 I 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. 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. 153 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 terns 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. 28 I ii 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. 15.11 Notices I 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 29 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. IN WITNESS WHEREOF, authorized representatives of the Parties have signed their names in the spaces provided below. KING COUNTY CITY OF AUBURN Name Name Title Title Date Date Attest: City Clerk Approved as to Form: Approved as to Form: Deputy Prosecuting Attorney City Attorney CITY OF BELLEVUE CITY OF FEDERAL WAY Name Name Title Title I Date Date Attest: Attest: 30 City Clerk City Clerk Approved as to Form: Approved as to Form: City Attorney City Attorney i I 31 i CITY OF ISSAQUAl I CITT Y OF-K NT le , \%'/iG ' / - e7 ; Name Na e i Title itle Date Date Attest: Attest: vr7 nc City Clerk City CI rk,� U60:r Approved as to Form: Approved as to Form- City Attorney City Attorney CITY OF KIRKLAND CITY OF MERCER ISLAND Name Name Title Title Date Date Attest: Attest: City Clerk City Clerk Approved as to Form: Approved as to Form: City Attorney City Attorney II 32 CITY OF REDMOND CITY OF R€N T®N Name Name Title Title Date Date Attest: Attest: City Clerk City Clerk Approved as to Form: Approved as to Form: City Attorney City Attorney CITY CIF SE ATTLE CITY OF TIJKWILA Name Name Title Title Date Date Attest: Attest: City Clerk City Clerk I Approved as to Form: Approved as to Form: City Attorney City Attorney 33 i Exhibit 1 � Contracting Plan i 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 iinprovements. 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; 1 �I 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 6.0 Conditions on Participation in Procurement and Contract Adminis"ovation 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 E HIMT 1. i 3 Exhibit 2 List of Party Owned/Controlled Sites KW Cosnty� aoaft- ices �y lovcomSitu PS CA 13 it_eg Clearview Apple Cove Cambridge Education Hill Crista Capitol Hill McDonald Peak Norway Hill Federal Way Northeast Skyway West Tiger Mountain Grass Mountain West Seattle Harborview Medical Center PContit�s Redrrrond Sitos King County Courthouse Cambridge Education Hill King County Jail King County Regional Justice Center rellevue Sitas 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. i 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 955.4875 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 810.9975 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 966.3625 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 i 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 306,0875 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 867.6975 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 2 j Kind Seattle EPSA 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. I' 3 i 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 _ 183% of employee-related costs in the PSERN System annual operating budget + annual vendor costs for radio-related equipment] / PSERN System annual operating budget x 100. Y = [17% of employee-related costs in the PSERN System annual operating budget + annual vendor costs for console-related equipment] / PSERN System 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 System annual operating budget = [12 x the monthly public safety radio rate x the number of public safety radios] + 112 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 System annual operating budget = 12 x the monthly console rate x the number of consoles. END OF EXHIBIT 4. i Exhibit S List of User Agencies Eligible for Radio Exchanges Auburn School District Kent School District Bellevue Community College King County Bellevue School District King County Fire District#2 Cedar River Water and Sewer District King County Fire District#4 City of Algona King County Fire District#11 City of Auburn King County Fire District 413 City of Bellevue King County Fire District#16 City of Black Diamond King County Fire District#20 City of Bothell King County Fire District 427 City of Burien King County Fire District#28 City of Carnation King County Fire District#36 City of Clyde liill King County Fire District t#43 City of Covington King County Fire District#44 City of Des Moines King County Fire District#45 City of Duvall King County Fire District#47 City of Enumclaw King County Fire District 451 City of Federal Way King County Public Hospital District# 1 City of Issaquah King County Public Hospital District#2 City of Kenmore King County Public Hospital District#4 City of Kent King County Water District#20 City of Kirkland King County Water District#49 City of Lake Forest Park King County Water District#75 City of Medina Lake Washington School District City of Mercer Island Midway Sewer District City of Newcastle NORCOM City of Pacific Northeast Sammamish Sewer&. Water District City of Redmond Northshore School District City of Renton Northshore Utility District City of Sammamish Public Health -Seattle & King County City of SeaTac Renton School District City of Seattle Riverview School District City of Shoreline Ronald Wastewater District City of Snoqualmie Sammamish Plateau Water&Sewer District City of Tukwila Seattle Children's Hospital City of Woodinville Snoqualmie Nation Covington Water District Soos Creek Water and Sewer Eastside Fire & Rescue Sound Transit Eastside Hazmat South Correctional Entity Enumclaw School District South King Fire and Rescue 1 EPSCA Tahoma School District Federal Way Public Schools University of Washington Harborview Medical Center Valley Communications Center Highline School District Valley Regional Fire Authority Issaquah School District Valley View Sewer 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 City of Maple Valley END OF EXHIBIT S. l I I I 2 Exhibit 6 Contact Information King CountV: CitV of Kirkland: Chief Information Officer Mayor King County Department of City of Kirkland Information Technology (KCIT) 123 5'h Avenue Chinook Building Kirkland, WA 98033 401 Fifth Avenue (425) 587-3001 Seattle, WA 98104 (206) 263-7887 CitV of Mercer Island: Mayor CitV of Auburn: City of Mercer Island Mayor 9611 SE 36t" Street City of Auburn Mercer Island, WA 98040 25 West Main Street (206) 275-7993 Auburn, WA 98001 (253) 931-3041 CitV of Redmond: Mayor CitV of Bellevue: City of Redmond Mayor 15670 NE 85"" Street City of Bellevue P.O. Box 97010 450 110°i Avenue NE Redmond, WA 98073 P.O. Box 90012 (425) 556-2101 Bellevue, WA 98009 (425) 452-7810 City of Renton: Mayor City of Federal WaV: City of Renton Mayor 1055 South Grady Way City of Federal Way Renton, WA 98057 33325 8`t'Avenue South (425) 430-6500 Federal Way, WA 98003 (253) 835-7000 CitV of Seattle: Chief Technology Officer City of Issaquah: City of Seattle Mayor Department of Information City of Issaquah Technology 130 East Sunset Way 7th Fifth Avenue, Ste. 2700 PO Box 1307 PO Box 94709 Issaquah, WA 98027 Seattle, WA 98124 (425) 837-3020 (206) 684-0600 City of Kent: City of Tukwila: Mayor Mayor City of Kent City of Tukwila 220 Fourth Avenue South 6200 Southcenter Blvd. Kent, WA 98032 Tukwila, WA 98188 (253) 856-5700 (206) 433-1850 I END OF EXHIBIT 6. l ,Rf(=-QR1ES7 FOR O T Please Fill in All Applicable Boxes Routing Information (A I_I_ REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator: Kim Komoto APPROVALS: Date Sent: 2/17/15 DATE OF COUNCIL APPROVAL: 12/16/14 Return Signed Document to: Komoto-Law DATE OF CHIEF ADMINISTRATIVE OFFICER APPROVAL: 12/16/14 VENDOR NlAMF, Puget Sound Emergency DATE OF FINANCE DIRECTOR Radio Network __ APPROVAL: 12/16/14 Date Required: Phone (Originator): 5788 BUDGE TM M YES ❑ NO ❑ Ft9N D. N/A Brief Explanation of Document: These two agreements are essentially among four key parties; King County, Seattle, the Eastside Public Safety Communications Agency (EPSCA), and the Valley Communications Center(ValleyCom). However, because both EPSCA and ValleyCom are consortium agencies owned by member cities, ValleyCom's member titles, Auburn, Federal way, Kent, Renton and Tukwila and EPSCA's member cities, Bellevue, Issaquah, Kirkland, Mercer island, and Redmond, are also signatories to these agreements as owner/representatives of their respective agencies. These four parties, under various interlocal agreements, have been responsible for the ownership, operation and maintenance of various elements in the current King County Emergency Radio Communication System, a voice radio system that is nearly twenty years old and is increasingly unsupported by the supplier of the systems equipment, software and related repairs. Also, not all these systems operate on the same bandwidth, making it nearly impossible to communicate among member agencies in the event of a regional emergency. The parties determined that it is in the public interest that a new single-bandwidth 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. The new system is referred to as the Puget Sound Emergency Radio Network System, or PSERN System, and it is currently expected to become operational about five years from the date the voters approve the funding measure. '�.. The costs of implementing the PSERN System will be financed by a voter approved funding rmeasure, but once constructed and operational, ValleyCom, and its owner cities and contract user cities will have to pay for ongoing maintenance and operation of the system,just as they do now to operate and maintain the current system. ValleyCom expects that its initial annual cost for annual operation and maintenance will be. approximately $250,000, which will be allocated proportionally among ValleyCom's owner cities and its contract user cities. L All Contracts MmsF Re Poizic' ul Through The Law ®elaaiTment (This area to be completed by the Law Department) Received: Approval of Law Dept,: Law Dept. Comments 4 Date Forwarded to Maya: Shaded Areas To Be Completed By G3grrr6r+iritendi&I si i,-P,' Received: Recommendations and/Cof/1�ments �� Date Returned; ✓9 �t' 1"'t ,�t as ca r t 4f{ 9`'r�'al'