HomeMy WebLinkAbout2011RESOLUTION NO. 2011
A RESOLUTION of the City Council of the
City of Kent, Washington, authorizing and directing
the Mayor to sign on behalf of the City the Puget
Sound Emergency Radio Network Operator
Interlocal Cooperation Agreement and related
Memorandum of Understanding.
RECITALS
A. King County currently has a countywide emergency public
safety radio network. The King County Emergency Radio Communication
System (*KCERCS") supports over seventeen thousand radios and nearly
two hundred separate police, fire, emergency medical and other
governmental agencies
B. Portions of KCERCS are separately owned by the Eastside
Public Safety Communications Agency, Valley Communications Center, the
City of Seattle, and King County with a jointly owned switch controlling the
entire network.
C. KCERCS is over twenty years old and is increasingly
unsupported by the supplier of the system's equipment, software, and
related parts.
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Network - Interlocal
Agreement
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D. The cities of Auburn, Bellevue, Federal Way, Issaquah, Kent,
Kirkland, Mercer Island, Redmond, Renton, Seattle, and Tukwila and King
County ("Parties") determined that it is in the public interest that a new
public safety radio system, referred to as the Puget Sound Emergency
Radio System (*PSERN"), be implemented to provide public safety agencies
and other user groups in the region with improved coverage and capacity,
as well as uniformly high-quality radio communications.
E. The Pafties entered into the Puget Sound Emergency Radio
Implementation Period Interlocal Cooperation Agreement ("Implementation
Period ILA") that designates King County as the lead agency for planning,
procurement, financing, implementation and limited initial operation of
PSERN. The Implementation Period Il-A also establishes a Joint Board
comprised of representatives from its four partner agencies (King County,
City of Seattle, Eastside Public Safety Communications Agency, and Valley
Communications Center) to oversee the PSERN Project implementation.
F. The Parties each gave 800 MHz frequencies to the PSERN
Project that will become the new PSERN system and will eventually be
owned by the PSERN Operator, and
G. The Parties to the Implementation Period ILA have negotiated
a separate agreement, the Puget Sound Emergency Radio Network
Operator Interlocal Cooperation Agreement to create a new separate
governmental agency under RCW 39.34.030(3Xb) that is organized as a
non-profit corporation under Chapter 24.06 RCW to assume the ownership
and control of PSERN following full system acceptance.
H. In addition to creating the new agency to be called the PSERN
Operator, the PSERN Operator ILA establishes the terms for governance of
the PSERN Operator and the terms under which the PSERN Operator will
Puget Sound Emergency Radio
Network - Interlocal
Agreement
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undeftake responsibility for the ownership, operations, maintenance,
management and on-going upgrading/replacing of the PSERN system
during its useful life.
I. The PSERN Joint Board, created by the Implementation Period
ILA, approved the PSERN Operator ILA by unanimous vote.
J. The PSERN Operator Il-A provides that the Valley
Communications Center member cities retain the right to determine who
will represent them on the PSERN Board of Directors, Under the PSERN
Operator Il-A, Section 4.2.1.4, the Valley Communications Center member
cities' representative will be the mayor or city manager of a member city.
The purpose of the Memorandum of Understanding, Exhibit B, is to
designate the manner in which the five Valley Communications Center
member cities will select a representative.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS:
RESOLUTION
SECTION 7. - The City Council authorizes the Mayor to sign all
documents necessary to enact the Puget Sound Emergency Radio Network
Operator Interlocal Cooperation Agreement, in substantially the same form
as Attachment A to this resolution, with King County and the cities of
Auburn, Bellevue, Federal Way, Issaquah, Kirkland, Mercer Island,
Redmond, Renton, Seattle and Tukwila for the Puget Sound Emergency
Radio Network Operator, and to take all actions necessary to implement the
terms of the interlocal agreement. Further, the City Council authorizes the
Mayor to sign all documents necessary to implement the Memorandum of
Understanding, in substantially the same form as Attachment B to this
3 Puget Sound Emergency Radio
Network - Interlocal
Agreement
resolution, with the Valley communications Center member cities of
Auburn, Federal Way, Renton, and Tukwila, and to take all actions
necessary to implement the terms of the agreement.
SECTION 2, - Severability. If any one or more section, subsection,
or sentence of this resolution is held to be unconstitutional or invalid, such
decision shall not affect the validity of the remaining portion of this
resolution and the same shall remain in full force and effect.
SECTION 3. - Corrections by Citv Clerk. Upon approval of the city
attorney, the city clerk is authorized to make necessary corrections to this
resolution, including the correction of clerical errors; resolution, section, or
subsection numbering; or references to other local, state, or federal laws,
codes, rules, or regulations.
SECTION 4. - Effective Date. This resolution shall take effect and
be in force immediately upon its passage.
DANA MLPH, MAYOR
May 5. 2020
Date Approved
KIMBERLEY A., CIry Date
AP ED AS TO FORM:
ATTORNEY
4 Puget Sound Emergency Radio
Network - Interlocal
Agreement
Rrt CK,
EXHIBIT A
PUGET SOUND EMERGENCY RADIO NETWORK OPERATOR
INTERLOCAL COOPERATION AGREEM ENT
This Puget Sound Emergency Radio Network Operator lnterlocal Cooperation
Agreement ("Agreement") is entered into pursuant to chapter 39.34 RCW (the "lnterlocal
Cooperation Act") by and among King County and the cities of Auburn, Bellevue,
Federal Way, lssaquah, Kent, Kirkland, Mercer lsland, 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, as well as uniformly high-
quality emergency radio communications. Said new system is referred to herein as the
"Puget Sound Emergency Radio Network System" oT "PSERN System."
C. The costs of implementing the PSERN System are financed through a
funding measure approved by voters at the April 2015 election.
D. The Parties executed a separate agreement ("lmplementation Period lLA")
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 lmplementation Period lLA.
E. The lmplementation Period ILA contemplates that the Parties will create a new
separate governmental agency under RCW 39.34.030(3Xb) that is organized as a non-
profit corporation under Chapter 24.06 RCW as authorized by the lnterlocal Cooperation
Act to assume the ownership and control of the PSERN System following Full System
Acceptance and be responsible for the ownership, operations, maintenance,
management and on-going upgrading/replacing of the PSERN System during its useful
life.
F. The purpose of this Agreement is to create the new governmental agency to
be known as the 'PSERN Operato/' and establish the terms for governance of the
PSERN Operator and the terms under which the PSERN Operator will 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:
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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 genders (and vice versa).
inblude all current and future1.1.2 References to statutes or regulations
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 "hereunde/'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." lf the due date for a task, payment, or any other requirement
falls on a Saturday, Sunday or holiday observed by King County, the due date
shall be deemed to be the next Business Day.
1.1.9 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.
1.1.10 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.
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1.2 Definitions
Words and terms used in this Agreement and not otherwise defined herein (including in
the recitals which are hereby incorporated into this Agreement by this reference) shall
be given their ordinary and usual meanings or their well-known technical industry
meanings except that the following terms are defined for this Agreement as follows:
1.2.1 Board of Directors or Board means the board described in Section 4.0 of
this Agreement and shall be the governing body of the PSERN Operator.
1.2.2 Agreement means this Puget Sound Emergency Radio Network Operator
lnterlocal Cooperation Agreement, as it may hereafter be amended or modified
from time to time, together with all exhibits and appendices hereto, as they may
hereafter be amended or modified.
1.2.3 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, EPSCA and Valley
Com, 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.
1.2.4 Director means a person designated as a member of the Board of Directors
pursuant to Section 4.2 of this Agreement.
1.2.5 Dispatch Center means an organization that has entered into an agreement
with King County or the PSERN Operator for console service on the PSERN
System.
1.2.6 EPSCA means the Eastside Public Safety Communications Agency,
formed pursuant to chapters 39.34 and 24.06 RCW, created by the cities of
Bellevue, lssaquah, Kirkland, Mercer lsland and Redmond, or its successor
agency.
1.2.7 Executive Director means the chief executive officer for the PSERN
Operator appointed by and serving at the pleasure of the Board of Directors.
1.2.8 Full System Acceptance or FSA means the determination issued to the
PSERN System Contractor upon the Contractor satisfactorily completing the final
system development phase milestone pursuant to King County Contract No.
5729347 (Contract for the Design, Development, lmplementation, Testing and
On-Going Support, Maintenance and Upgrade of the Puget Sound Emergency
Radio System, executed on December 17,2014).
1.2.9 KCERS means the King County Emergency Radio Communication System
1.2.10 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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1 .2.11 PSERN Transitional Employee means an individual: (1) who, at the time of
FSA, is employed by King County, the City of Seattle, EPSCA, or ValleyCom in a
management, administration, finance, operations, and/or maintenance position
for a subregion of KCERCS; (2) whose employment with King County, the City of
Seattle, EPSCA, or ValleyCom will be eliminated as a direct result of the PSERN
project; and (3) who will not be hired by the PSERN Operator in a comparable
capacity because the PSERN Operator has no or fewer comparable positions.
1.2.12 Puget Sound Emergency Radio Network Operator or PSERN Operator
means the governmental agency formed under this Agreement and RCW
39.34.030(3Xb) that is organized as a nonprofit corporation under chapter 24.00
RCW as authorized by the lnterlocal Cooperation Act for the purpose of owning,
operating, maintaining, managing and ongoing upgrading/replacing of the
PSERN System during the Operations Period.
1.2.13 Puget Sound Emergency Radio Network System or PSERN System
means the land mobile radio system constructed under the lmplementation
Period lLA. lt also means all equipment, software, and other work deployed
during the Operations Period to provide public safety communication service(s)
or an addition to an existing infrastructure during the Operations Period to
provide new or additional public safety communication service(s).
1.2.14 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).
1.2.15 Service Rate means the rate or rates charged to User Agencies in
accordance with the Rate Model at Exhibit A, or as it may be amended by action
of the Board of Directors.
1.2.16 Services means voice, data, video, or other communication services
provided to User Agencies and Dispatch Centers through an agreement with
King County or the PSERN Operator.
1.2.17 User Agency means an entity that is authorized under an agreement with
King County or the PSERN Operator to register and use a radio or other device
on the PSERN System.
1.2.18 Valley Communications Center or Valley Com means the Governmental
Administrative Agency formed by interlocal agreement under Chapter 39.34
RCW, created by the cities of Auburn, Federal Way, Kent, Renton, and Tukwila.
2.0 DURATION OF AGREEMENT
This Agreement shall be effective on the date it is last signed by an authorized
representative of each the Parties and is filed and/or posted as provided in Section 15.2
("Effective Date"). This Agreement shall remain in effect until terminated as provided in
Section 12.0.
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3.0 PURPOSE OF THE AGREEMENT; FINANCING; SERVICES
The purpose of this Agreement is to provide communication Services throughout the
Operations Period to User Agencies 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 hereby create a governmental administrative agency called the "Puget Sound
Emergency Radio Network Operator". The Parties each assign to the PSERN Operator
the responsibility of owning, operating, maintaining, managing and ongoing
upgrading/replacing of the PSERN System during the Operations Period as permifted
by the lnterlocal Cooperation Act. The PSERN Operator shall be formed pursuant to
RCW 39.34.030(3Xb) and shall be organized as a nonprofit corporation under chapter
24.06 RCW.
The Parties hereto acknowledge and agree that each is executing this Agreement in
order to facilitiate the creation of the PSERN Operator as a separate governmental
administrative agency pursuant to the lnterlocal Cooperation Act and not a 'Joint board"
within the meaning of RCW 39.34.030(4Xa) All debts, obligations and liabilities
incurred by the PSERN Operator shall be satisfied exclusively from the assets and
properties of the PSERN Operator and no creditor or other person shall have any right
of action against the Parties hereto, the User Agencies or any other public or private
entity or agency on account of any debts, obligations, or liabilities of the PSERN
Operator unless explicitly agreed to in writing by the Party hereto, the User Agency, or
such entity or agency.
The expenses of the PSERN Operator shall be financed through a funding measure
approved by voters at the April 2015 election and with user fees (Service Rates) to be
assessed against and paid by all User Agencies. lt is the intent of the Parties that
Service Rates be computed as provided in Exhibit A and be set to cover all operating
expenses of the PSERN Operator, unless otherwise directed by the Board of Directors.
This Agreement shall not obligate the Parties to incur debt on behalf of the PSERN
Operator. Each Party's financial obligations to PSERN shall be limited to payment of
Service Rates unless otherwise agreed upon in writing.
The PSERN Operator shall have the responsibility and authority for providing
communication Services as provided in this Agreement, including but not limited to
owning, operating, maintaining, managing and ongoing upgrading/replacing of the
PSERN System during the Operations Period and all related incidental radio
commun ications functions.
4.0 BOARD OF DIRECTORS
4.1 Creation of Board of Directors
The PSERN Operator shall be governed by a Board of Directors that is hereby created
pursuant to the lnterlocal Cooperation Act and chapter 24.06 RCW that shall act in the
best interests of PSERN and in furtherance of the purpose of this Agreement. The
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Board's composition, powers, responsibilities, quorum and meeting requirements shall
be included in the PSERN Operator's articles of incorporation or bylaws.
4.2 Composition of the Board of Directors
4.2.1 The Board of Directors shall be composed of the four following voting
members:
4.2.1.1 the King County executive, or a designee of the executive
approved by the King County council;
4.2.1.2 the City of Seattle mayor, or his/her designee;
4.2.1.3 one mayor or city manager or his/her designee representing the
Cities of Bellevue, lssaquah, Kirkland, Mercer lsland and Redmond (the
"EPSCA Cities"); and
4.2.1.4 one mayor or city manager or his/her designee representing the
Cities of Auburn, Federal Way, Kent, Renton and Tukwila (the "Valley
Com Cities").
4.2.2 The Board of Directors shall also include two nonvoting members to
comment and participate in discussions 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.
4.2.3 An authorized representative of King County, the City of Seattle, the Valley
Com Cities and the EPSCA Cities shall provide written notice of its initial Board
of Directors member and alternate member to the Chair of the Joint Board
established under the lmplementation Period lLA. Thereafter, notice of a change
to a Party's Board of Directors member or alternate shall be effective upon
delivery of written notice to the Chair of the Board of Directors. The notice shall
include the name and contact information for the new member or alternate.
4.2.4 An authorized representative of King County, the City of Seattle, the Valley
Com Cities and the EPSCA Cities shall promptly replace any vacancy in its
Board of Directors member or alternate and may, at any time, replace its Board
of Directors member or alternate by giving notice as provided in Section 4.2.3.|f
the County or the City of Seattle fails to fill a vacancy for its Board of Directors
member and alternate, its chief executive officer or his/her designee shall attend
all meetings until one of the vacancies is filled. lf one of the groups of cities listed
in Sections 4.2.'13 or 4.2.1.4 fails to fill a vacancy for its Board of Directors
member and alternate, then the chief executive officer or his/her designee of one
of the cities in that group shall attend all meetings until one of the vacancies is
filled.
4.2.5 The officers of the PSERN Operator shall consist of a Chair, Vice Chair, a
Secretary, a Treasurer and such other officers and assistant officers as may be
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deemed necessary and set forth in the bylaws. Any two or more offices may be
held by the same person, except the offices of Chair and Secretary. The officers
shall be elected from among the voting members of the Board. The Chair shall
preside at the meetings of the Board of Directors. The Vice Chair shall serve in
the absence of the Chair.
4.3 Quorum and Meeting Procedures
4.3.1 A quorum for a meeting of the Board of Directors shall be all four of the
Board members who have voting authority. Action by the Board of Directors shall
require the affirmative vote of all four voting Board members, except as provided
othenrise in this Agreement.
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 voting 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, User
Agencies 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' voting members.
4.3.3 The Board of Directors shall establish bylaws and procedures for its
operations and meetings including setting a regular meeting schedule and
location, providing for the scheduling of special and emergency meetings, and
providing for attendance by telephone or other electronic voice communication.
4.3.4 The regular meeting schedule shall be established by the Board of
Directors, with a minimum of two meetings being held each calendar year.
Special or emergency meetings may be called by the Chair or by at least two
voting members of the Board.
4.3.5 The first meeting of the Board of Directors will be held as soon as
practicable and necessary to begin operations of the PSERN Operator. The
members described in Section 4.2.3 shall attend the meeting and shall elect a
Chair and Vice Chair to serve a term that will begin upon election and extend
through the remainder of that calendar year and the calendar year immediately
following. Thereafter, the Board of Directors shall elect a Chair and Vice Chair at
the final meeting of each year to allow each to serve a two-year term that will
begin on January 1 of the following year.
4.3.6 The Board of Directors shall hold an annual meeting to coincide with the
first regular meeting each year. During the annual meeting, the Executive
Director shall report on the state of the PSERN Operator.
4.3.7 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. Any voting Board member may call for a vote on an
issue. Meetings shall be conducted according to the most recent edition of
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Robert's Revised Rules of Order unless otherwise directed by the Board of
Directors.
4.3.8 Board members must be present at a meeting to vote and may not vote by
proxy, provided that, if provided for in the bylaws, a member may participate in
Board meetings and may vote on Board issues via telephone or other electronic
voice communication.
4.3.9 The Board of Directors shall comply with applicable requirements of the
Washington State Open Public Meetings Act, Chapter 42.30 RCW.
4.3.10 An alternate attending Board of Directors meetings on behalf of a regular
member of the Board shall be considered to be a member for purposes of that
meeting and 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.
4.3.11 Notwithstanding any other provision in this Agreement, the Board of
Directors may take action by three affirmative 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 or properly notified and scheduled special
meetings in accordance with the bylaws and RCW 42.30, and (3) the same
voting member failed to attend both meetings and failed to send an alternate. ln
this event, for this one action item only, a quorum of the Board of Directors will
consist of three members.
4.4 Board of Directors Actions
The PSERN Operator, through its Board of Directors, shall have all powers allowed by
law for interlocal agencies created under RCW 39.34.030 and chapter 24.06 RCW, as
they now exist or may hereafter be amended, and as authorized, amended, or removed
by the Board of Directors, as provided for in this Agreement, and including but not
limited to the following:
a. Amend this Agreement, subject to Section 15.13;
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. Adopt and amend purchasing and contracting policies consistent with state
law;
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f . Direct and supervise the activities of the Operating Board;
g. Direct the activities of the Executive Director;
h. lf the Board determines that the Executive Director will be directly hired as an
employee of the PSERN Operator, then the Board shall hire, set the
compensation for, and be authorized to terminate the employment of the
Executive Director.
lf the Board determines that the Executive Director,will be a contracted
employee from another governmental agency, the Bodrd will contract for an
"at will" employee approved by the Board and who may be terminated from
the position by a unanimous vote by the Board.
j Evaluate the Executive Director's performance and give the Executive
Director a written evaluation of his or her performance at least annually;
k. Establish a fund or special fund or funds as authorized by RCW 39.34.030;
l. Establish Service Rates in accordance with Exhibit A or any amendments
thereto;
m. Review and amend terms of use for User Agencies, as necessary;
n. Conduct regular and special meetings;
o. Approve PSERN operation and maintenance standards;
p. Determine the Services the PSERN Operator shall offer and the terms under
which they will be offered;
q. Approve agreements with third parties;
t. lncur financial obligations in the name of the PSERN Operator to make
purchases or contracts for Services to implement the purposes of this
Agreement; provided, however, nothing in this Agreement shall authorize the
PSERN Operator to issue bonds or incur indebtedness in the name of any
Party hereto or that shall be considered a debt or a guarantee of any Party
hereto without its express written consent;
s. 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;
t. Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise
dispose of all of its real or personal property, or any interest therein, and
assets;
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u. Sue and be sued, complain and defend, in all courts of competent jurisdiction;
v. Hold licenses for radio frequencies;
w. Recommend action to the legislative bodies of the Parties and User Agencies;
w. Delegate the Board of Directors' authority under this Agreement subject to
any applicable law and to such limitations and conditions as the Board of
Directors may establish ;
x. Enter into agreements with other agencies to accomplish tasks for the
PSERN Operator such as agreements for services such as procurement and
property leasing;
y. Contract for staff through agreements with other agencies that specify the
employment policies, compensations amounts, and supervisory structure that
will apply to such staff;
z. Exercise any powers necessary to further the goals and purposes of this
Agreement that are consistent with the powers of the Parties;
aa.Add parties to this Agreement and concurrently amend the membership of the
Board of Directors, subject to the limitations of Section 15.1 3;
bb.Take necessary actions to prepare and plan for a public safety radio
system(s) to succeed the PSERN System;
cc. To the extent permitted by law, accept loans or grants of funds from any
federal, state, local or private agencies and receive and distribute funds; and
dd.The PSERN Operator shall have no power to levy taxes
4.5 lmpasse Resolution Procedure
4.5.1 lf a matter requiring Board action is moved at a Board of Directors meeting
but fails for lack of a unanimous vote by all four (4) Directors, a voting Director
may submit written notice of an impasse to the other Directors and the Executive
Director. The notice shall include a statement of the action being sought and the
history of any Board deliberation or vote(s) on the matter.
4.5.2 Within seven (7) days of receipt of a notice of impasse, the Board Chair
shall designate a mediator to assist the Board in resolving the impasse. The
mediator shall be experienced in resolving disputes among public sector and/or
nonprofit agencies and may not be an employee or consultant of any of the
Parties, unless otherwise agreed to by the Parties.
4.5.3 The Parties agree that it is essential to the success of the PSERN System
that any impasse be resolved as quickly as possible and accordingly agree to
instruct their respective Directors to cooperate with the mediator in good faith,
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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 Directors. The mediator may recommend one or more
non-binding alternatives for resolving the impasse. Regardless of the outcome of
the mediation, the cost of the mediator's fees and expenses shall be divided into
four equal parts to be paid by (1) the County, (2) the City, (3) the EPSCA Cities
and the (4) Valley Com Cities. The EPSCA Cities and Valley Com Cities shall
each be responsible for apportioning their one quarter share of the costs among
their members and for informing the PSERN Operator of the apportionment. The
PSERN Operator shall pay the mediator and invoice each Party for its share.
Each Party shall pay the PSERN Operator within thirty (30) days of the Party's
receipt of the invoice.
4.5.5 lf 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 Board of Directors 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 office
designated by the Valley Com Cities. The Board of Directors and the EEC shall
convene to consider the matter and attempt to reach a resolution, which may
include re-submitting the matter for a Board of Directors vote, not later than
twenty (20) days after the date the mediator provided his/her recommendation(s).
5.0 OPERATING BOARD
The Board of Directors will create an Operating Board of PSERN System User
Agencies, which will include at least one fire commissioner as a member, to provide
advice and perform other duties as deemed appropriate by the Board of Directors. The
obligation to create and maintain an Operating Board shall be included in the PSERN
Operator's articles of incorporation or bylaws.
6.0 EXECUTIVE DIRECTOR
lf the Executive Director is directly hired as an employee of the PSERN Operator, the
Board shall be responsible for the appointment and termination of the Executive
Director. lf the Board enters into an agreement with another governmental agency to
contract for an Executive Director, the agreement shall give the Board the authority to
appoint the Executive Director and to terminate the Executive Director from his/her
position.
The Executive Director shall report to the Board of Directors and shallregularly advise
the Board on matters related to the operation and functions of the PSERN System and
the PSERN Operator, including proposed budgets, financial and liability issues, and all
other appropriate matters related to the PSERN System and the PSERN Operator. The
Executive Director may also request assistance from the Operating Board to address
tasks calling for technical and user-related expertise.
Page 11
6.1 Executive Director Duties
The Executive Director shall:
a. Manage the PSERN Operator's day-to-day activities consistent with
applicable policies, procedures, and standards;
b. Retain appropriate PSERN Operator staff either through the direct hire of
such staff or through an agreement with an agency to provide such staff;
c. Hire, evaluate, supervise, discipline, and terminate staff in compliance with
applicable budget, policies, procedures, agreements and standards;
d. Propose and administerAnnual Budgets including a contingency;
e. Consistent with applicable budget and procurement policies adopted by the
Board, approve expenditures and sign contracts in amounts as established by
the Board of Directors without additional approval of the Board of Directors;
f . Track the performance of PSERN systems and Services;
g. Provide support to the Board of Directors;
h. Recommend policies, procedures, and standards, and changes thereto,
including without limitation policies governing the procurement of goods,
services, public works and improvements, staffing and emergency responses;
Provide written monthly reports to the Board of Directors describing the
PSERN Operator's budget status, PSERN System performance against
targets, partial or full PSERN System outages, purchases equal to or greater
than $10,000, and usage statistics;
i Maintain and manage records in accordance with applicable state and federal
laws and regulations;
k. Prepare an annual report for the PSERN Operator as required by RCW
23.95.255; and
l. Perform other duties as assigned by the Board of Directors.
6.2 Qualifications and Status of the Executive Director
The Executive Director shall have experience or comparable equivalent skills in the
technical, financial and administrative fields of public safety radio and his or her
appointment shall be on the basis of merit only. lf the Executive Director is directly
hired by the PSERN Operator, he/she will serve in an "at will" position that may not be
modified by any PSERN Agency policy, rule, or regulation regarding discipline or
Page 12
termination of PSERN Agency employees, and accordingly, the Executive Director may
only be terminated from his or her position by the Board of Directors.
7.0 EMERGENCYPROCEDURES
ln the case of an emergency, the Executive Director shall have the authority to issue a
determination of emergency under applicable law. The Executive Director shall
communicate to the Board of Directors each decision made pursuant to any emergency
determination as soon as reasonably possible and shall issue a written finding of the
existence of the emergency no later than two weeks following the award of any contract
executed pursuant to the emergency determination.
8.0 PSERN OPERATOR EMPLOYMENT
8.1 Employees Generally
The Board of Directors shall require the PSERN Operator to comply with all applicable
federal, state and local laws, ordinances and regulations pertaining to all current and
future employees. ln addition, the PSERN Operator shall be an equal opportunity
employer and make reasonable efforts to maintain a diverse work force.
8.2. Employment of Current Regular Employees
8.2.1 Offer of Employment
8.2.1.1 As of the Effective Date of this Agreement, there are 3.0 FTE City
of Seattle employees and 8.0 FTE King County employees who are
employed to primarily work on KCERCS infrastructure and whose job
duties will be assumed by the PSERN Operator after FSA ("Qualified
Employees"). lt is the intention of the Parties that each of those Qualified
Employees have the option of working for the PSERN Operator and that
the PSERN Operator and the County and City of Seattle willwork
cooperatively to transition the employees who accept such option to work
for the PSERN Operator on a schedule that does not adversely impact
public safety functions prior to FSA.
8.2.1.2 Directly Hired Employees
lf the Board of Directors determines that PSERN Operator staff shall be
directly hired by the PSERN Operator and to implement the intent of
Section 8.2.1., then no later than the date to be set by the Board of
Directors, the PSERN Operator will offer employment to each of the
Qualified Employees for similar employment with the PSERN Operator.
The offer shall remain open for no more than thirty (30) days unless
otherwise determined by the Board of Directors. Each Qualified Employee
who accepts the offer shall become a "Transferring Employee." The
PSERN Executive Director shall use best efforts to ensure each
Transferring Employee a smooth and prompt transition to employment with
the PSERN Operator.
Page 13
The Board of Directors shall require the PSERN Operator to use its best
efforts to offer the Transferring Employees opportunities for professional
advancement and a package of employee benefits that are similar to the
opportunities and benefits available to the Transferring Employees at their
current agency at the time of transition to PSERN employment.
8.2.1 .3 Agency-Provided Employees
lf the Board of Directors determines that PSERN Operator staff will be
contracted for through an agreement with another governmental agency,
then no later than the date set by the Board of Directors, the agency
providing such staff will offer employment to each of the Qualified
Employees for similar employment with the agency for PSERN Operator
work. The offer shall remain open for no more than thirty (30) days unless
otherwise determined by the agency providing the PSERN Operator staff.
Each Qualified Employee who accepts the offer shall become an "Agency
Employee." The agency providing PSERN Operator staff shall use best
efforts to ensure each Agency Employee a smooth and prompt transition to
employment with the agency and work for the PSERN Operator.
8.2.2 Retirement Benefits
lf the Board of Directors determines that PSERN Operator staff shall be directly
hired, then the PSERN Operator will participate in the Public Employees'
Retirement System (PERS) and will offer PERS retirement benefits through the
Washington State Department of Retirement Systems to Transferring Employees
and Transitional Employees.
8.3 Temporary Employment of PSERN Transitional Employees
8.3.1 Any PSERN Transitional Employee who requests temporary employment
with the PSERN Operator shall be employed as a temporary employee by the
PSERN Operator or if the PSERN Operator does not directly hire its employees,
then by the agency providing staff for the PSERN Operator.. The period of
temporary employment shall not exceed eighteen (18) months from the time of
transition to such employment or a shorter duration if requested by the PSERN
Transitional Employee. The time of transition shall be within 60 days after FSA
unless another date is agreed to by the PSERN Operator and the PSERN
Transitional Employee.
8.3.2 While employed as temporary employees performing work for the PSERN
Operator, PSERN Transitional Employees shall be entitled to a salary and
package of benefits similar to what the Transitional Employee received prior to
his or her transition to PSERN Operator work. The full cost of compensation,
including salary and benefits, provided to PSERN Transitional Employees shall
be paid by the PSERN Operator, either directly or pursuant to an agreement with
another agency for the provision of staff.
Page 14
8.3.3 While employed as temporary employees performing work for the PSERN
Operator, PSERN Transitional Employees must meet all employment
requirements applicable to permanent PSERN Operator employees or
employees of the applicable employing agency. Nothing in this Agreement shall
preclude the PSERN Operator's or applicable employing agency's ability to take
employment action, up to and including termination of employment, regarding a
PSERN Transitional Employee who fails to meet any requirement of his/her
employment.
8.3.4 Nothing in this section shall preclude the PSERN Operator or an
applicable employing agency from hiring a PSERN Transitional Employee
serving as a temporary employee to a permanent position.
8.4 No Third-Party Beneficiaries
Employees affected by this Agreement are not intended to be third-party beneficiaries to
this Agreement and cannot sue to enforce its terms.
9.0 Service Level Requirements
9.1 ContractorServices
The PSERN Operator shall ensure the following services are provided by the Contractor
throughout the expected service life of the PSERN System:(i) technical support;(ii) infrastructure repair;(iii) System updates; and(iv) System upgrades.
9.2 Minimum Performance
The PSERN Operator shall ensure the following minimum performance requirements for
the PSERN System:(i) DAQ 3.4;(ii) 97% reliability;(iii) 97o/o portable on-street coverage in the Primary Bounded Area;(iv) 95% portable on-street coverage in the Highway Buffer Covered Areas;(v) grade of service of 1.0;(vi) 99.999% availability of backhaul;(vii) at least 17db added signal above the baseline PSERN design within the
three (3) polygon coverage areas shown in Exhibit B; and
(viii) provide 97o/o porlable on-street coverage with 97% SAR (service area
reliability) in the three (3) polygon coverage areas shown in Exhibit B.
1O.O RESERVED
Page 15
11.0 WITHDRAWAL AND REMOVAL
11.1 Withdrawal of a Party
11.1.1 A Party may withdraw from this Agreement effective on the last day of a
calendar year by giving written notice to the Board at least two years prior to the
proposed effective date for withdrawal.
11.1.2 Any Party that has given notice of its intent to withdraw must peet with the
Executive Director or his or her designee to develop a departurd plan that is
intended to ensure an orderly separation of the Party from the PSERN Operator in
a manner that is consistent with this Agreement. The departure plan may include
the transfer of funds and equipment or other assets and such plan must be
approved by unanimous vote of the Board of Directors.
11.1.3 Costs of Withdrawal
11.1.3.1 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 15.17 as surviving a withdrawal.
11.1.3.2 As a condition of withdrawal, the withdrawing Party must pay any
direct costs resulting from the withdrawal. The Board of Directors may also
set a different withdrawal date as it deems appropriate; however, the
withdrawal date shall not be later than one year after the withdrawing
Party's proposed withdrawal date.
11.1.3.3 Any costs or other amounts owed by a withdrawing Party under
this Agreement or any other agreement between the withdrawing Pafi and
the PSERN Operator shall be paid prior to the effective date of the
withdrawal or, if such amounts are not then known or established, then
within thirty (30) days after the amount is known or established. However,
the withdrawing Party shall not be responsible for amounts not known or
established within one hundred (100) days of the date of withdrawal.
11.1.4 A member of the Board of Directors representing a Party that has given
notice of withdrawal which is effective at a future date, shall be authorized to cast
votes with the Board of Directors only on budgets and other items to be
implemented prior to the withdrawal date unless permission to vote on a matter is
granted by all remaining Board members.
11.1.5 A Party that has given its notice of withdrawal may revoke its notice of
withdrawal by delivering a written notice of such revocation to the Board of
Directors. The Board, in its sole discretion, may by unanimous vote of the
remaining members of the Board, determine to accept or deny the revocation
and under what conditions any acceptance shall be permitted.
11.1.6|f a Party withdraws from this Agreement, the withdrawing Party will forfeit
any and all rights it may have to PSERN System real, personal, or intellectual
Page 16
property and any rights to participate in the PSERN Operator, unless otherwise
provided by the Board of Directors.
11.2 Removal of a Board Member
The Board of Directors may, by majority vote and for cause, remove a Board member
from the Board of Directors and terminate the Board member's right to participate in
governance of the PSERN Operator. lmmediately after the vote removing a Board
member, the Party's alternate shall become its Board of Directors member. lf the Party
has not designated an alternate, the vacancy provisions in Section 4.2.4 shall apply.
Cause for removal may include failure to act in good faith in participating in the Board of
Directors and willful, arbitrary failure to perform the Board member's obligations as set
forth in this Agreement.
12.0 DISSOLUTION AND TERMINATION
12.1 Three (3) or more Directors may, at any one time, call for a vote on the complete
dissolution of the PSERN Operator and termination of this Agreement. Upon both: (a)
the affirmative vote of a majority of the full Board for dissolution and termination; and (b)
the affirmative vote of a majority of the Parties' legislative bodies for dissolution and
termination, the Board shall establish a task force to determine how the PSERN System
assets and liabilities will be divided upon such dissolution and termination. For purposes
of this section, each Party shall determine what constitutes an affirmative vote of its
legislative body.
12,2 Approval of the plan for disposition of the PSERN System assets and liabilities
(the "Disposition Plan") shall require a unanimous affirmative vote of the full Board. lf
the Board fails to approve the Disposition Plan within one (1) year of the last legislative
body vote under Section 12Jl.b, the Parties shall proceed with the impasse resolution
procedures in Section 4.5.
12.3 Following the approval of the Disposition Plan, the PSERN Operator shall wind up
business in accordance with the Disposition Plan and any other terms set by the Board.
The Board shall set the date for termination of this Agreement by affirmative majority
vote of the full Board.
13.0 LEGAL RELATIONS
13.1 Employees and No Third Party Beneficiaries
13.1.1 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.
Page 17
13.1.2 lt 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.
13.2 lndemnification
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 willful or negligent
acts or omissions arising out of this Agreement. 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 that other Party. Where such claims,
suits, or actions result from concurrent negligence of two or more Parties, these
indemnity provisions 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 Section
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 lndustrial lnsurance 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.
13.3 lnsurance
The Board of Directors, Executive Director, and PSERN Operator shall take such steps
as are reasonably practicable to minimize the liability of the Parties, including but not
limited to the utilization of sound business practices. The Board of Directors shall
determine which, if any, insurance policies or self-insurance programs for governmental
entities authorized in the State of Washington may be reasonably and practicably
acquired to cover liability exposures and other potential losses arising from the
operations of the PSERN Operator and the activities of the Parties pursuant to this
Agreement (which may include Directors and Officers, Commercial General Liability,
Auto, Workers' Compensation, Stop Gap/Employer's Liability, errors and omissions,
crime/ fidelity insurance, CyberRisk, property damage or loss), and shall direct the
acquisition of same.
14.0 PUBLIC RECORDS
14.1 The Executive Director shall keep records related to the PSERN System and
PSERN Operator as required by law and in accordance with the policies, procedures
and retention schedules as may be established by the Board of Directors.
14.2 Each Party shall keep records related to the PSERN System and PSERN
Operator as required by 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, Chapler 42.56 RCW, and such procedures as
may be established by the Party.
Page 18
14.3 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
Board of Directors.
15.0 GENERAL
15.1 RESERVED
15.2 Filing of Agreement
Pursuant to RCW 39.34.040, prior to its entry into force, this Agreement shall be filed
with the King County Recorder's Office or, alternatively, listed by subject on a Party's
web site or other electronically retrievable public source.
15.3 Time of the Essence
The Parties recognize that time is of the essence in the performance of the provisions of
this Agreement.
15.4 Compliance with Laws
During the term of this Agreement, the Parties hereto agree to comply with all federal,
state, and local laws as necessary to carry out the terms of this Agreement. Further, to
the extent that any emergency communication Services involve the retention, security,
confidentiality or other handling of certain "protected" health information under the
federal Health lnsurance Portability and Accountability Act of 1996 ("HIPAA") and its
implementing regulations thereunder by the U.S. Department of Health and Human
Services and other applicable laws including chapler 70.O2 RCW, the Washington
Uniform Health Care lnformation Act, as amended, the Parties agree to comply with
such laws and execute documents as necessary to implement the requirements under
such laws.
15.5 Specific Performance
ln 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.
15.6 No Waiver
No term or provision of this Agreement shall be deemed waived and no breach excused
unless such waiver, excuse, or consent shall be in writing and signed by the Party or
Parties claimed to have waived or consented. lf the waiving or consenting Party is the
PSERN Operator, then the writing must be signed by all of the voting members of the
Board of Directors. 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
Page 19
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.
15.7 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.
1 5.8 Nondiscrimination
The Parties shall comply with the nondiscrimination requirements of applicable federal,
state and local statutes and regulations.
15.9 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 Board of Directors.
15.10 Merger, Consolidation or Sale of All or Substantially All Assets
Approval of the merger or consolidation of the PSERN Operator with another entity, or
the sale of all or substantially all assets of the PSERN Operator, shall require a
unanimous vote of the Board of Directors.
15.11 Dispute Resolution
lf 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. lf the
Parties are unable to resolve the matter informally, any Party may submit the matter to
mediation under Section 4.5. ln any event, if the matter is not resolved, then any Party
shall be entitled to pursue any legal remedy available.
15.12 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.
15.13 Amendments
15.13.1 Except as provided in this Section, the Agreement may be amended by
the Board of Directors from time to time in order to carry out the corporate
Page 20
purposes of the PSERN Operator. Any such modification shall be in writing and
executed by the Chair of the Board of Directors after providing not less than thifi
(30) days' advance written notice to all Parties of such proposed modification, and
upon unanimous approval of the Board of Directors. However, the following terms
of this Agreement may only be amended in writing after approval of each of the
legislative bodies of Seattle, King County, EPSCA, and Valley Com; however, for
purposes of this legislative determination, EPSCA and Valley Com will each be
responsible to determine what constitutes legislative approval or disapproval from
their member cities, before tendering their single vote on amendment:
a. Expansion of the PSERN Operator's scope of services or Party funding
obligations described in Section 3.0.
b. The composition of the Board of Directors.
c. Addition of new Parties.
d. Voting rights of members of the Board of Directors.
e. Powers of the Board of Directors.f. Hold harmless and indemnification requirements.
g. Provisions regarding duration, dissolution, termination or withdrawal.
h. The conditions of this Section.
15.13.2 Nothing in this Section 15.13 shall be construed to require legislative
authority consent for the agreement to serve an additional User Agency.
15.14 Notices
15.14.1 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, courier 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.
15.14.2 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.
15.15 Conflicts
15.15.1 In the event that any conflict exists between this Agreement and any
exhibits hereto, the Agreement shall control.
15.15.21n the event of a conflict between any provision of this Agreement and a
provision of the lmplementation Period lLA, the lmplementation Period ILA shall
control unless otherwise determined by the Board of Directors pursuant to vote
under Section 4.3.1.
Page21
15.16 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.
15.17 Severability
The provisions of this Agreement are severable. lf 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 fullforce and effect.
1 5. 1 I 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 removalfrom this Agreement.
Section 13 Legal Relations
Section 14 Public Records
Section 15.16 Choice of Law; Venue
15.19 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.
15.20 Execution
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.
Page22
lN 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
Date
Title
Date
Attest:
Approved as to Form
City Clerk
Approved as to Form
Deputy Prosecuting Attorney
CITY OF BELLEVUE
City Attorney
CITY OF FEDERAL WAY
Name Name
Title
Date
Title
Date
Attest:Attest:
City Clerk
Approved as to Form:
City Clerk
Approved as to Form
City Attorney
Page 23
City Attorney
CITY OF ISSAQUAH CITY OF KENT
Name Name
Title
Date
Title
Date
Attest:Attest:
City Clerk
Approved as to Form
City Clerk
Approved as to Form
City Attorney
CITY OF KIRKLAND
City Attorney
CITY OF MERCER ISLAND
Name Name
Title
Date
Title
Date
Attest Attest:
City Clerk
Approved as to Form
City Clerk
Approved as to Form
City Attorney
Page24
City Attorney
CITY OF REDMOND CITY OF RENTON
Name Name
Title
Date
Title
Date
Attest:Attest
City Clerk
Approved as to Form
City Clerk
Approved as to Form
City Attorney
CITY OF SEATTLE
City Attorney
CITY OF TUKWILA
Name Name
Title
Date
Title
Date
Attest:
Approved as to Form
City Clerk
Approved as to Form:
City Attorney
Page25
City Attorney
Exhibit A
Gost 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 A. 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 Budqet Between Radios and Consoles
Percentage of annual budget to be paid with radio user fees = X.
Percentage of annual budget to be paid with console user fees = Y
X = [83% of employee-related costs in the PSERN System annual operating budget +
annual vendor costs for radio-related equipmentl/ PSERN System annual operating budget
x 100.
y = 117% of employee-related costs in the PSERN System annual operating budget +
annual vendor costs for console-related equipmentl/ PSERN System annual operating
budget x 100.
Public Safetv and Other Radio Rates
Xo/o 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 78o/o of the public safety radio rate.
X% of PSERN System annual operating budget = ll2xthe monthly public safety radio rate
x the number of public safety radiosl + ll2xthe monthly other radio rate x the number of
other radiosl.
Console Rates
Y% ot the PSERN System annual operating budget will be paid with console rates.
Y% of PSERN System annual operating budget = 12x the monthly console rate x the
number of consoles.
END OF EXHIBIT A.
Page 26
Exhibit B
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Page 27
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EXHIBIT B
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (MOU) is entered into among the cities of
Auburn, Federal Way, Kent, Renton, and Tukwila, the five member cities that formed
Valley Communications Center, a Governmental Administrative Agency created by
interlocal agreement under Chapter 39.34 RCW (Valley Com).
RECITALS
A. Valley Com is 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 has been in existence since 1993 and is
increasingly unsupported by the supplier of the system's equipment, software, and related
repairs.
B. Valley Com, King County, the city of Seattle, and the Eastside Public Safety
Communications Agency (EPSCA) determined that it is in the public interest to implement
a new public safety radio system, the Puget Sound Emergency Radio Network (PSERN),
that will provide public safety agencies and other user groups in the region with improved
coverage and capacity, as well as uniformly high-quality emergency radio
communications.
C. The costs of implementing the PSERN system are financed through a funding
measure approved by voters at the April 2015 election, and the above-mentioned parties
then executed a separate implementation agreement ("lmplementation Period lLA") that
designated King County to be the lead agency to plan, procure, finance, and implement
the PSERN system with the oversight of a joint board established pursuant to the
lmplementation Period lLA. Valley Com's Executive Director has represented the Valley
Com member cities on this joint board, reporting back to the Valley Com Administration
Board, which is comprised of the five mayors from Valley Com's member cities.
D. The lmplementation Period ILA contemplates creation of a new separate
governmentalagency under RCW 39.34.030(3Xb) that is organized through an interlocal
agreement as a non-profit corporation under the lnterlocal Cooperation Act (Operator
ILA). Once formed, this agency will assume the ownership and control of PSERN during
its useful life. Just as with the lmplementation Period lLA, the Operator ILA will be subject
to oversight by a Board of Directors, comprised of one representative each from King
County, Seattle, the Valley Com member cities, and the EPSCA member cities.
E. Under the Operator lLA, Section 4.2.1.4, the Valley Com member cities'
representative will be selected from one mayor or city manager or his/her designee
representing the Cities of Auburn, FederalWay, Kent, Renton and Tukwila. The Operator
ILA also provides that the Valley Com member cities retain the right to determine who will
represent them on the PSERN Board of Directors. The purpose of this MOU is to
designate the manner in which the five Valley Com member cities will select its
representative.
L
EXHIBIT B
NOW, THEREFORE, the Valley Com member cities agree to the above Recitals
and the following:
AGREEMENT
1. The five Valley Com member cities authorize the Valley Com Administration
Board to select their representative on the PSERN Board of Directors at the times and
within the constraints established in the Operator lLA. To be eligible to represent the
Valley Com member cities, the selected representative must be a mayor from one of the
member cities. lt is understood, but not required, that the Valley Com Executive Director
may act as the representative's designee on a fulltime or an occasional basis, or the
representative may select any other alternate or designee when needed, as provided in
the Operator lLA.
2. Selection of the Valley Com member cities' representative for the PSERN Board
of Directors shall be only by supermajority vote of the full Valley Com Administration
Board. The regular term of the selected representative shall be two year(s) commencing
on January 1 of even numbered years and ending December 31 of odd numbered years.
3. The Valley Com member cities' representative on the PSERN Board of Directors
and his/her designee, will comply with all the rights, obligations, and limitations provided
to PSERN Board members through the Operator ILA and this MOU.
4. The Valley Com member cities' representative on the PSERN Board of
Directors must, at each regular Valley Com Administration Board meeting, report to the
Administration Board on PSERN's current operational status. The Valley Com member
cities' representative must, whenever possible and practical, brief the Valley Com
Administration Board on issues the representative determines to be material before voting
on those matters as a PSERN System Board member.
5. Before voting on any PSERN matter that (a) materially expands the scope of
the PSERN system, (b) that materially increases the operational cost of the PSERN
System, (c) or that materially amends the Operator lLA, the Valley Com member cities'
representative on the PSERN System Board of Directors must brief the Valley Com
Administration Board for direction and must vote as a PSERN Board member in
accordance with that direction, which must be provided by at least a majority vote of the
full Valley Com Administration Board.
6. Notwithstanding the preceding Paragraph 5, the Valley Com member cities'
representative, or designee, shall not vote to amend the Operator ILA on matters requiring
legislative approval under Section 15.13.1 of the Operator ILA without affirmative
authority from each cities' governing body.
6. This MOU will terminate upon the earlier of the expiration or termination of the
separate non-profit governmental agency formed under the lnterlocal Cooperation Act
2
EXHIBIT B
through the Operator ILA or a Valley Com member city's withdrawal from Valley Com,
unless terminated earlier by unanimous agreement from the five Valley Com member
cities.
7. This MOU will take effect on the last date signed below.
lN WITNESS, the authorized representatives of the Valley Com member cities have i
signed their names and indicated the date of signing in the spaces provided below.
CITY OF AUBURN CITY OF FEDERAL WAY
Name
Title
Name
Title
Date Date
Attest:Attest:
City Clerk
Approved as to Form
City Clerk
Approved as to Form:
City Attorney
CITY OF KENT
City Attorney
CITY OF RENTON
Name
Title
Name
Title
Date Date
3
Attest:Attest:
EXHIBIT B
City Clerk
Approved as to Form
City Clerk
Approved as to Form
City Attorney
CITY OF TUKWILA
City Attorney
Name
Title
Date
Attest
City Clerk
Approved as to Form
City Attorney
4