AG 20-075 - PUGET SOUND EMERGENCY RADIO NETWORK (PSERN) RETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: Law�Civil
2. ORIGINATING STAFF PERSON: Ryan Call EXT: 3. DATE REQ.BY:
4. TYPE OF DOCUMENT(CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): A INTERLOCAL
❑ OTHER
5. PROJECT NAME: Puget Sound Emergency Radio Network("PSERN") ILA
6. NAME OF CONTRACTOR:
ADDRESS: TELEPHONE
E-MAIL: FAX:
SIGNATURE NAME: TITLE
7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: COMPLETION DATE:
9. TOTAL COMPENSATION$ (INCLUDE EXPENSES AND SALES TAX,IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED 10YES ONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO: "I"
10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
1114 LAW 4/21/2020 R.Call
11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 5/5/2020
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL/DAI-E aIGNED
0 LAW DEPARTMENT ?AZD
® SIGNATORY(MAYOR OR DIRECTOR) / C)
O CITY CLERK 2 Q2Q
O ASSIGNED AG# AG#
COMMENTS:
2/2017
PUGET SOUND EMERGENCY RADIO NETWORK OPERATOR
INTERLOCAL COOPERATION AGREEMENT
This Puget Sound Emergency Radio Network Operator Interlocal Cooperation
Agreement ("Agreement") is entered into pursuant to chapter 39.34 RCW (the "Interlocal
Cooperation Act") 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, as well as 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 are financed through a funding
measure approved by voters at the April 2015 election.
D. The Parties executed 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 Implementation Period ILA contemplates that the Parties will create a new
separate governmental agency under RCW 39.34.030(3)(b) that is organized as a non-
profit corporation under Chapter 24.06 RCW as authorized by the Interlocal 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 Operator" 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
PSERN ILA Page I of 31
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 genders (and vice versa).
1.1.2 References to statutes or regulations include all current and future statutory
or regulatory provisions consolidating, amending or replacing the statute or
regulation referred to.
1.1.3 References to sections, exhibits, attachments or appendices to this
Agreement and references to articles or sections followed by a number shall be
deemed to include all subarticles, subsections, subclauses, subparagraphs and
other divisions bearing the same number as a prefix.
1.1.4 The words "including," "includes" and "include" shall be deemed to be
followed by the words "without limitation."
1.1.5 The words "shall" or "will" shall be deemed to require mandatory action.
1.1.6 Words such as "herein," "hereof' and "hereunder" are not limited to the
specific provision within which such words appear but shall refer to the entire
Agreement taken as a whole.
1.1.7 Words such as "person" or "party" shall be deemed to include individuals,
political subdivisions, governmental agencies, associations, firms, companies,
corporations, partnerships, and joint ventures.
1.1.8 References to"days"shall mean calendar days unless expressly stated to be
"Business Days." If the due date for a task, payment, or any other requirement falls
on a Saturday, Sunday or holiday observed by 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.
PSERN ILA Page 2 of 31
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.
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
Interlocal 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,
Issaquah, Kirkland, Mercer Island 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.
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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, Implementation, 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.
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 Valley Com 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(3)(b) that is organized as a nonprofit corporation under chapter 24.06
RCW as authorized by the Interlocal 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 Implementation Period ILA. It
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.
PSERN ILA Page 4 of 31
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.
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 permitted by
the Interlocal Cooperation Act. The PSERN Operator shall be formed pursuant to RCW
39.34.030(3)(b) 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 Interlocal Cooperation Act and not a "joint board" within the
meaning of RCW 39.34.030(4)(x). 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
PSERN ILA Page 5 of 31
assessed against and paid by all User Agencies. It 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 communications 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 Interlocal 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 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, Issaquah, Kirkland, Mercer Island 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
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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 Implementation Period ILA. 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. If 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. If one of the groups of cities listed in Sections
4.2.1.3 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
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 otherwise
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
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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 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
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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. In 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;
f. Direct and supervise the activities of the Operating Board;
g. Direct the activities of the Executive Director;
h. If 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
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compensation for, and be authorized to terminate the employment of the
Executive Director.
i. If the Board determines that the Executive Director will be a contracted
employee from another governmental agency, the Board 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;
I. 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;
r. Incur 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;
X. 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;
Y. Enter into agreements with other agencies to accomplish tasks for the
PSERN Operator such as agreements for services such as procurement and
property leasing;
Z. Contract for staff through agreements with other agencies that specify the
employment policies, compensations amounts, and supervisory structure that
will apply to such staff;
aa. Exercise any powers necessary to further the goals and purposes of this
Agreement that are consistent with the powers of the Parties;
bb. Add parties to this Agreement and concurrently amend the membership of
the Board of Directors, subject to the limitations of Section 15.13;
cc. Take necessary actions to prepare and plan for a public safety radio
system(s) to succeed the PSERN System;
dd. 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
ee. The PSERN Operator shall have no power to levy taxes.
4.5 Impasse Resolution Procedure
4.5.1 If 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
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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,
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 If the impasse is not resolved within ten (10) days of the mediator providing
his/her recommendation(s), the Elected Executives Committee (EEC) shall meet
with the 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
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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
If 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. If
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.
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 administer Annual 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;
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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;
i, 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;
j. 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
I. 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. If 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 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 EMERGENCY PROCEDURES
In 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
PSERN ILA Page 14 of 31
future employees. In 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"). It 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 will work
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
If 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.
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
If 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.
PSERN ILA Page 15 of 31
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
If 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.
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.
PSERN ILA Page 16 of 31
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 Contractor Services
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) 97% 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 97% portable on-street coverage with 97% SAR (service area
reliability) in the three (3) polygon coverage areas shown in Exhibit B.
10.0 RESERVED
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.
PSERN ILA Page 17 of 31
11.1.2 Any Party that has given notice of its intent to withdraw must meet with the
Executive Director or his or her designee to develop a departure 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 Party 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 If 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
property and any rights to participate in the PSERN Operator, unless otherwise
provided by the Board of Directors.
PSERN ILA Page 18 of 31
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. Immediately after the vote removing a Board member,the Party's
alternate shall become its Board of Directors member. If 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. If the Board
fails to approve the Disposition Plan within one (1) year of the last legislative body vote
under Section 12.1.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
PSERN ILA Page 19 of 31
employees or agents of one Party shall be deemed, or represent themselves to be,
employees of another Party.
13.1.2 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.
13.2 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 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 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.
13.3 Insurance
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.
PSERN ILA Page 20 of 31
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, Chapter 42.56 RCW, and such procedures as may be
established by the Party.
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 Insurance Portability and Accountability Act of 1996("HIPAX)and its implementing
regulations thereunder by the U.S. Department of Health and Human Services and other
applicable laws including chapter 70.02 RCW, the Washington Uniform Health Care
Information 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
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.
PSERN ILA Page 21 of 31
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. If 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 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.
15.8 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
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
under Section 4.5. In any event, if the matter is not resolved, then any Party shall be
entitled to pursue any legal remedy available.
PSERN ILA Page 22 of 31
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 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 thirty(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.
PSERN ILA Page 23 of 31
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.
15.15.2 In the event of a conflict between any provision of this Agreement and a
provision of the Implementation Period ILA, the Implementation Period ILA shall
control unless otherwise determined by the Board of Directors pursuant to vote under
Section 4.3.1.
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. If any portion, provision, or part of this
Agreement is held, determined, or adjudicated by a court of competent jurisdiction to be
invalid, unenforceable, or void for any reason whatsoever, each such portion, provision, or
part shall be severed from the remaining portions, provisions, or parts of this Agreement
and the remaining provisions shall remain in full force and effect.
15.18 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 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.
PSERN ILA Page 24 of 31
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.
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 Dow Constantine Name
Title King County ExeCLltiVe Title
Date 11/04/2020 Date
Attest:
City Clerk
Approved as to Form: Approved as to Form:
Deputy Prosecuting Attorney City Attorney
Page 23
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.
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:
U'A 4 - -� -
Deputy Prosecuting Attorney C y Attorney
Page 23
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 ltY OF FEDERAL WAY
Name rM�k � Name
Title '' � Title
Date Date
Attest: Attest:
U���
i Clerk Ghm-niahw er^ o City Clerk
Approved as to Form: Approved as to Form
re
City Attorney A 5-41-cl vf City Attorney
Page 23
CITY OF BELLEVUE CITY OF FEDERAL WAY
Namee: Jim Ferrell
Title /Tifle: Mayor.
Date Date
Attest: Attest:
City Clerk derk, Stephanie Co'u ney, CMC
Approved as to Form: Approved as to Form:
ay...W ,
City Attorney City Attorney, J. Ryan Call
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
PSERN ILA Page 26 of 31
DocuSign Envelope ID:30C627C9-48D9-4966-8684-157B776EBEDC
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:
City Attorney City Attorney
CITY OF ISSAQUAH CITY OF KENT
DocuSigned by:
rypca aul y Name
_...._...
Title Mayor Title
Date 7/30/2020 Date
Attest: Attest:
GocuSlgned by:
7/30/2020
r �i�__:,�E City Clerk
Approved as to Form: Approved as to Form:
Page 24
DocuSign Envelope ID:30C627C9-48D9-4966-8684-157B776EBEDC
Oocu$iUd by:
� .!.. t'lcW.46 L 7/30/2020
&4eAftwney City Attorney
on behalf of City attorney
CITY OF KIRKLAND CITY OF MERCER ISLAND
Name Name
Title Title
Date Date
Attest: Attest:
City Clerk City Clerk
Approved as to Form: Approved as to Form:
City Attorney City Attorney
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:
Page 25
CITY OF ISSAQUAH CITY OF KENT
--T)av�
Name Name l
Title Title
Date _ __. Date s- 11-,1O
Attest: Attest:
City Clerk City Clerk
Approved as to Form: Approved as to Form:
City Attorney City Attorney 4
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
Page 24
CITY OF KIRKLAND CITY OF MERCER ISLAND
Name < Name
Title Title
Date 13,
Date
Attest: Attest:
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
Page 25
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 Na Jle n
Title Title City Manager
Date Date October 6, 2020
Attest: Attest:
City Clerk it
Approved as to Form: Approved as to Form:
/s/ Bio Park 9/28/2020
City Attorney City Attorney
Page 24
DocuSlgn Envelope ID:OD097FE1-CC9E-4D05-8DC9-EC19E92A8302
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:
City Clerk City Clerk
Approved as to Form: Approved as to Form:
City Attorney City Attorney
CITY OF REDMOND CITY OF RENTON
L
Signed by:�nnName M rney Name
Title Mayor Title
Page 24
DocuSign Envelope ID:OD097FE1-CC9E-4D05-8DC9-EC19E92A8302
Date 8/24/2020 Date
Attest: Attest:
oacusrgFned by:
L X"s
City Ierk City Clerk
Approved as to Form: Approved as to Form:
GDocuSjgneu by
M �I1ULA l
--_.8—u'r,a y
City orney City Attorney
CITY OF SEATTLE CITY OF TUKWILA
Name — �__...,,.,.. Name
Title Title
Date Date
Attest:
City Clerk
Approved as to Form. Approved as to Form:
City Attorney City Attorney
Page 25
Name Name Armondo Pavone
Title Title Mayor
Date Date 5/22/2020
Attest: Attest: `'
City Clerk City Clerk
Approved as to Form: Approved as to Form:
Approved by Shane Moloney via 4/21/2020 email
City Attorney City Attorney
CITY OF SEATTLE CITY OF TUKWILA
Name Name Allan Ekberg
Title Title Mayor
Date Date 10/20/2020
Attest:
City Clerk
Approved as to Form: Approved as to Form-
City Attorney City Attorney
Page 25
City Athomey City Attorney
CITY OF SEATME CITY OF T66ALA
.A.tn
Marne Saari t=,Ishir Name
Title CI'M Teclinofogy Officer Tltle
Date 10/27120 Date
Attest
City Cleric
Approved as to Fomk Approved as to Fo.um:
Ct[y Anomey CityAttomey
Exhibit A
Cost Allocation Model
For the first year of PSERN System operation, rates to be paid by each User Agency and
Dispatch Center will be computed as provided in this Exhibit 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 Budget Botween 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 equipment] / PSERN System annual operating budget x 100.
Y= [17% of employee-related costs in the PSERN System annual operating budget +
annual vendor costs for console-related equipment] / PSERN System annual operating
budget x 100.
PUbliG Safety and Other Radio Rates
X% of the PSERN System annual operating budget will be paid with public safety radio rates
and other radio rates combined.
The other radio rate shall be 78% of the public safety radio rate.
X% of PSERN System annual operating budget = [12 x the monthly public safety radio rate x
the number of public safety radios] + [12 x the monthly other radio rate x the number of other
radios].
Console Rates
Y% of the PSERN System annual operating budget will be paid with console rates.
Y% of PSERN System annual operating budget = 12 x the monthly console rate x the
number of consoles.
END OF EXHIBIT A.
PSERN ILA Page 29 of 31
Exhibit B
Polygon Coverage Areas with Added Signal
PSERN ILA Page 30 of 31
moro"OL^SOLUTIONS
Tile Status
Not Enabled
0 1 2 Miles Portable GATP Grid=0.1 mile x 0.1 mile P5ERN 2018
1 i 1 i I i i i I 430 Tiles Enabled(50.1%inside S.A.) .a,.-^ 2810 Base4n
TWH"
TWH 4a.nW 15G3
PSERN ILA Page 31 of 31