HomeMy WebLinkAboutLW15-039 - Other - Puget Sound Emergency Radio Network - King County Ordinance 18074 - 06/29/2015 KING COUNTY 1200 King County Courthouse
516 Third Avenue
Seattle,WA 98104
Signature Report
King County
June 29, 2015
Ordinance 18074
Proposed No.2015-0045.3 Sponsors
1 AN ORDINANCE authorizing the King County executive
2 to enter into and implement a memorandum of agreement
3 with the cities of Auburn, Bellevue, Federal Way, Issaquah,
4 Kent, Kirkland, Mercer Island, Redmond, Renton, Seattle
5 and Tukwila, relating to the ownership, governance and
6 management of the Puget Sound emergency radio network
7 after construction,
8 STATEMENT OF FACTS:
9 1. King County currently has a countywide emergency public safety radio
10 network, The King County Emergency Radio Communication System
11 ("the KCERCS") that supports over sixteen thousand radios and over one
12 hundred separate police, fire, emergency medical and other government
13 agencies.
14 2. The KCERCS was funded by a countywide ballot measure placed on
15 the ballot by the council's adoption of Ordinance 10464, and approved by
16 the voters of King County in September 1992.
17 3. Portions of the KCERCS are separately owned by the Eastside Public
18 Safety Communications Agency, the Valley Communications Center,
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19 Seattle, and King County (collectively "the coowners") with ajointly
20 owned switch controlling the entire network.
21 4. The KCERCS is approaching twenty years old, and is increasingly
22 requiring repairs.
23 5. The KCERCS 's vendor has stated that it will stop supplying
24 replacement parts and repairing used parts for the network by December
25 31, 2018. King County must replace the network or risk performance
26 degradation.
27 6, The council previously established a capital improvement project to
28 plan for the network's replacement.
29 7. Executive staff has been working with the KCERC's users and the
30 coowners to plan its replacement with a new network to be called the
31 Puget Sound emergency radio network ("the PSERN"), and to plan
32 PSERN's ownership, governance and management after it is constructed.
33 8. If the council adopts an ordinance placing a funding measure on the
34 ballot and the voters approve such a measure, the project would deploy a
35. new PSERN infrastructure and replace the subscriber units and dispatch
36 consoles currently in use.
37 9. The cities of Auburn, Bellevue, federal Way, Issaquah, Kent, Kirkland,
38 Mercer Island, Redmond, Renton, Seattle and 'fukwila and King County
39 ("the parties") have negotiated and the executive has transmitted to council
40 a proposed interlocal agreement that designates King County as the lead
41 agency for planning,procurement, financing, implementation and limited
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42 operation of the PSERN, Puget Sound Emergency Radio Network
43 Operator Interlocal Cooperation Agreement ("the implementation period
44 ILA"). The implementation period ILA also establishes ajoint board to
45 oversee the PSERN project if funding is secured.
46 10. The parties have also negotiated a Memorandum of Agreement
47 Regarding Future Operation of The Puget Sound Emergency Radio
48 Network ("the MoA") attached as Attachment A to this ordinance. In the
49 MoA, the parties agree to create a new nonprofit government corporation
50 ("the PSERN operator")to assume the ownership, governance and
51 operation of the PSERN once it is constructed, and thereafter throughout
52 its useful life.
53 11. The parties also agree to workin good faith and use their best efforts
54 to negotiate and enter into a second interlocal agreement ("ILA 2") that
55 will establish the terms and conditions applicable to the future operation of
56 PSERN and the incorporation of the PSERN operator.
57 BE IT ORDAINED BY THE COUNCIL OF KING COUNTY:
58 SECTION L The King County executive is hereby authorized to enter into an
59 memorandum of agreement, in substantially the same form as the Memorandum of
6a Agreement Regarding Future Operation of The Puget Sound Emergency Radio Network
61 ("the MoA"), Attachment A to this ordinance, with the cities of Auburn, Bellevue,
62 Federal Way, Issaquah, Kent, Kirkland, Mercer Island, Redmond, Renton, Seattle and
63 Tukwila for the Puget Sound emergency radio network project, and to take all actions
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64 necessary to implement the terms of the memorandum of agreement.
Qrdinance 18074
65 SECTION 2. As part of the executive's MoA implementation responsiblities to
66 represent the interests of King County in the negotiations of the interlocal agreement to
67 establish the terms and conditions governing the future operation of PSERN and the
68 incorporation of the PSERN operator("ILA 2"), the executive shall require any ILA 2 to
69 include a term that requires the PSERN operator to create an advisory body comprised of
70 radio users, including fire commissioners, to advise the PSERN operator on the concerns
71 and issues facing radio users and that this obligation to create and maintain the advisory
72 board to also be included in the PSERN operator's articles of incorporation or its board of
73 director's bylaws as appropriate.
74 SECTION 3. As part of the executive's MoA implementation responsiblities to
75 represent the interests of King County in the negotiations of the interlocal agreement to
76 establish the terms and conditions governing the future operation of PSERN and the
77 incorporation of the PSERN operator ("ILA 2"), the executive shall require the ILA 2:
78 A. To not contain terms that purport either that the PSERN operator board of
79 directors would be created under RCW 39.34.030(4) or that the board would not be a
80 separate legal or administrative entity within the meaning of RCW 39.34.030(3);
81 B. To contain terms that specify that the affairs of the PSF,RN operator shall be
82 managed by a board;
83 C. To contain terms that specify the composition of the board, its powers and
84 responsibilities and the quorum and meeting requirements of the board, and require these
85 terms to also be set forth either in the PSERN operator articles of incorporation or bylaws
86 as applicable;
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87 D. To contain terms that specify that before any person, other than the King
88 County executive, may serve as the county's selected voting member on the PSERN
89 operator board of directors, the King County council must approve that selection and
90 require these terms to also be set forth either in the PSERN operator articles of
91 incorporation or bylaws, as applicable; and
92 E. To contain terms that specify that before the PSERN operator may be
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93 incorporated,the proposed articles of its incorporation and any initial bylaws to be
94 adopted by the board shall be approved by motion by the King County council
95
Ordinance 18074 was introduced on 1/26/2015 and passed as amended by the
Metropolitan King County Council on 6/29/2015, by the following vote:
Yes: 8 -Mr. Phillips, Mr. von Reichbauer, Mr. Gossett, Ms. Hague,
Ms. Lambert, Mr, Durm, Mr. Dembowski and Mr. Upthegrove
No: 0
Excused: 1 - Mr. McDermott
KING COUNTY COUNCI
KING ,OU , , WASH GTO
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*LarryPhillipsriah
ATTEST:
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Anne Noris,Clerk of the Council I;_� r''� (_'
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APPROVED this �_day of _ C)
Dow Constantine,County Executive
Attachments: A. Memorandum of Agreement Regarding Future Operations of the Puget Sound
Emergency Radio Network
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Attachment A
Memorandum of Agreement Regarding Future Operation of
The Puget Sound Fmergency Radio Network
This Memorandum of Agreement Regarding Future Operation of Puget Sound
Emergency Radio Network ("MOA") is entered into 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
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. This new system is referred to herein as the "Puget Sound Emergency Radio
Network System" or"PSERN System."
The Parties are entering into a separate agreement titled the Puget Sound Emergency
Radio Network Implementation Period Interlocal Cooperation 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 by the Parties.
The Parties also wish to create a new non-profit corporation to assume the ownership and
control of the PSFRN System at completion of the activities under the Implementation Period
ILA, and thereafter throughout the useful life of the PSERN System.
'fhe Parties mutually desire to commit to the formation of the non-profit corporation, its
governance structure, and other material terms regarding the future operation of the PSERN
System while allowing the flexibility to work in good faith toward a more complete agreement
for the incorporation of the non-profit and the future operation of the PSERN System.
NOW, THEREFORE,in consideration of the mutuat 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 as follows:
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I. Effective Date and Term
This MOA shall be effective on the date it is last signed by an authorized representative
of each the Parties, and shall remain in effect until the earlier of the following events: (i)the
Implementation Period ILA is terminated or(ii)this MOA is superseded by the interlocal
agreement described in Sections 3 and 4.
2. Ineorporation of PSERN Operator
The Parties hereby agree to create a non-profit corporation,as authorized under RCW
39.34.030,to be incorporated in Washington State for the propose of owning, operating,
maintaining,managing and providing ongoing upgrading and replacement of the PSERN System
throughout its useful life. The future non-profit corporation to be created by the Parties is
referred to herein as the"PSERN Operator".
3. Interlocal Agreement; Material Terms
The Parties agree to work in good faith and use best efforts to negotiate and enter into a
future interlocal agreement that will establish the terms and conditions applicable to the future
operation of PSERN and the incorporation of the PSERN Operator. The Parties commit and
agree that the following terms and conditions are material to the future interlocal agreement and
shall be included:
a. The affairs of the PSERN Operator shall be governed by a board of directors (the
"Board") that shall act on behalf of all Parties and as may be in the best interests of
the PSERN System.
b. The governance and voting structure of the Board shall be as provided under Sections
4.1 through 4.3 of the Draft Puget Sound Emergency Radio Network Operator
Interlocal Cooperation Agreement("Draft Operations Period ILA") attached as
Exhibit 1 and made a part of this MOA.
c, Agencies using the PSERN System shall pay the PSERN Operator user fees as
provided for in the Implementation Period ILA and based on the cost allocation
model attached as Exhibit 4 to the Implementation Period ILA,
4. Additional Terms and Conditions of Interlocal Agreement
In addition to the material terms and conditions in Section 3 above, the Parties shall
continue to work in good faith to supplement,negotiate, amend and finalize the Draft Operations
Period ILA, resulting in a final Operations Period ILA,which shall to include additional
mutually agreed upon terms regarding the incorporation and transfer of operations to the PSERN
Operator, which are anticipated to include terms regarding transfer of employees to PSERN,
insurance and liability requirements, and service levels for the PSERN System user agreements.
With the exception of the material terns and conditions in Section 3 above,the Draft Operations
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Period ILA attached as Exhibit I is not intended to be legally binding but is attached for
illustrative purposes only, The Parties commit to working to finalize the Draft Operations Period
ILA in a timeframe that will allow it to be presented to the Parties' respective authorizing bodies
for approval in a time and manner that will enable the PSERN Operator to be fully functioning
no later than full system acceptance as defined under the Implementation ILA.
IN WITNESS WHEREOF, authorized representatives of the Parties have signed their names in
the spaces provided below.
KING COUNTY CITY OF AUBURN
i
Name Name
- i
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
Date Date
Attest: Attest:
City Clerk City Clerk
Approved as to Form: Approved as to Form:
I
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City Attorney City Attorney
CITY OF ISSAQUAH CITY OF ITT
Name Name
Title Title i�tGitC
Date Date
r �
Attest: Attest: 7 ,
City Clerk City Clef
Approved as to Form: 4CitprA4'fty
oed as to Form
City Attorney e
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
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CITY OF REDMOND CITY OF RENTON
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 OF SEATTLE CITY OF TUKNVILA
Name Name
Title Title
Date Date
Attest:
City Clerk
Approved as to Form:
City Attorney
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Exhibit 1 to Memorandum of Agreement Regarding Future Operation of the
Puget Sound Emergency Radio Network
DRAFT 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. 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.
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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.
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.
1.13 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
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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.
1.2 Definitions
Words and terms shall be given their ordinary and usual meanings except that the
following terms are defined for this Agreement as follows:
"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.
"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.
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"PUGET SOUND EMERGENCY RADIO NETWORK OPERATOR" or "PSERN
Operator" means the non-profit corporation created pursuant to this Agreement
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
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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
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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
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
4.2.1 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.
4.2.2 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. One nonvoting member shall be appointed by the King County Police
Chiefs Association and one member selected jointly by the King County Fire
Commissioners Association and the King County Fire Chiefs Association.
4.3 Quorum and Meeting Procedures
4.3.1 A quorum for a meeting of the Board of Directors shall be all of the Board
members who have voting authority. Action by the Board of Directors shall
require the affirmative vote of all four Board members, subject to Section 4.3.9.
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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
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.
4.3.3 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.
4.3.4 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.
4.3.5 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.
4.3.6 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.
4.3.7 The Board of Directors shall comply with applicable requirements of the
Washington State Open Public Meetings Act (Chapter 42.30 RCW).
4.3.8 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.
4.3.9 The Board of Directors may take action by three votes when each of the
following conditions is met: (1) a matter has been identified for action in the
notice or proposed agenda for at least two meetings in a row, and (2) both
meetings were regularly scheduled meetings in accordance with the by-laws and
RCW 42.30, and (3) the same voting member failed to attend both meetings,
failed to send a designee, and failed to provide written notice in advance of
unavailability.
4.4 Board of Directors Actions
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4A.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 authority to:
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;
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p. Sell, convey, mortgage, pledge, lease, exchange, transfer, and
otherwise dispose of all of its property and assets;
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
w. Add parties to this Agreement and concurrently amend the
membership and voting structure of the Board of Directors.
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:
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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;
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
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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.
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6.1.1 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
the last day of the year following delivery and service of appropriate notice to all
other Parties.
6.1.2 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 _ 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.
6.1.3 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
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9.1 Employees and No Third Party Beneficiaries
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.
9.2 Indemnification_
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.
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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
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
i
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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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
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.
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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.
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
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Section 10 Public Records
Section 11.13 Choice of Law; Venue
11.16 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.
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 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
Date Date
Attest: Attest:
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City Clerk City Clerk
Approved as to Form: Approved as to Form:
i
i
City Attorney City Attorney
CITY OF ISSAQUAH CITY OF KENT
Name Name _
Title _ _ Title
Date i Date
Attest: Attest:
City Clerk City Clerk
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:
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18074
City Clerk City Clerk
Approved as to Form: Approved as to Form:
City Attorney City Attorney
CITY OF ISSAQUAH CITY OF KENT
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 OF KIRKLAND CITY OF MERCER ISLAND
Name - Name
Title Title
Date Date
Attest: Attest:
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18074
City Clerk City Clerk
Approved as to Form: Approved as to Form:
City Attorney City Attorney
CITY OF REDMOND CITY OF RENTON
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 OF SEATTLE CITY OF TUKWILA
Name Name
Title Title
Date Date
Attest:
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18074
City Clerk
Approved as to Form,
City Attorney
Page 24 of 24
REQUEST FOR MAYOR'S SIGNATURE
y�C�• .�P .`2G' r i 'tip,i- + 3 '.l; �%3 t y'�i--;!
LA6 1�9 f
w.. ni.o.on
Routing Information:
(ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT)
Approved by Director
Originator: Kim Komoto Phone (Originator): 5788
Date Sent: 9/1/15 Date Required: 9/3/15
Return Signed Document to: Kim Komoto Contract Termination Date:
VENDOR NAME: Date Finance Notified:
Puget Sound Emergency Radio Network (Only required on contracts 1 Z/ 1 6/14
9 9 y 20 000 and over or on any Grant
DATE OF COUNCIL APPROVAL: 12/16�14 Date Risk Manager Notified: 12/16/14
Re wired on Non-City Standard Contracts/Agreements)
Has this Document been Specifically Account Number: N/A
Authorized in the Budget? YESONO
Brief Explanation of Document:
The Mayor initially signed these two documents on February 18, 2015. King County
notified Kim Komoto on August 31, 2015, that the version signed on February 18,
2015, was not the correct version and has asked that Mayor Cooke sign the correct
versions attached.
All C*r � s MtAst Bp'yRofrted Through The Law Department
(This�afea x4 be completed by the Law Dep#tment) i
Received: - r
Approval of Law Dept,:
Law Dept. Comments:
Date Forwarded to Mayor:
i
Shaded Areas To Be Completed By Administration Staff
Received:
Recommendations and Comments:
Disposition:`}
Date Returned:
P 1C'7 onns. owmenLPtoceSSlnylReQuest�w Meyo.$Signxliiin u�
REQUEST FOR MAYCRv. S7AG1- V,]A'VJJWE-
K 1VT Please Fill in All Applicable Boxes
Rou7:ing Irofrormasioo (ALL RFQUFSTS MUST FIRST BE ROU7FD THROUGH TIRE LAW EDEPARI TNIR NT)
Originator: Kim Komoto APPROVALS-
Date Sent: 2/17/15 DATE OF COUNCIL APPROVAL: 12/16/14
Return Signed Document to: Komoto-I_aw DATE OF CHIEF ADMINISTRATIVE
OFFICER APPROVAL: 12/16/14
VENDOR fMMCE Puget Sound Emergency DATE OF FINANCE DIRECTOR
Radio Network APPROVAL: 12/16/14
Date Required:
Phone (Originator): 5788 BUDGETED° YES ❑ NO ❑
FUND: 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 cities, Auburn, Federal way, Kent, Renton and Tul(wila 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 safely 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 measure, 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.
II
All Coeatracts Must she Routed Through The Lair Degaartmu.mt
(This area to be completed by the Law Department)
Received:
f
Approval of Law Dept.: ' / + r
Law Dept. Comments:
I
Date Forwarded to Mayor:
Shaded Areas To Be Completed ByAt� ata as�tea�aa ���f�
Received:
i
Recommendations and Comments
Date Returned: