HomeMy WebLinkAboutAgenda
AGENDA
Public Safety Committee Regular Meeting
2:30 PM - Monday, May 18, 2020
Council Conference Room, 7th Floor, City Hall – 1055 S. Grady Way
1. Animal Control/Animal Shelter Briefing
a) Presentation
2. PSERN Agreement
a) AB - 2632 Police Department requests authorization to execute an Interlocal Agreement,
Memorandum of Understanding, and a Radio End User Service Level Agreement with
Puget Sound Emergency Radio Network (PSERN), which implements a new public safety
radio system and defines agencies' roles and responsibilities.
3. Emerging Issues in Public Safety
Public Safety Committee
Renton Animal Control AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
16.52.085
AGENDA ITEM #1. a)
6-6-9
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AB - 2632
City Council Regular Meeting - 04 May 2020
SUBJECT/TITLE: Puget Sound Emergency Radio Network (PSERN)
RECOMMENDED ACTION: Refer to Public Safety Committee
DEPARTMENT: Police Department
STAFF CONTACT: Kevin Keyes, Deputy Chief
EXT.: 7597
FISCAL IMPACT SUMMARY:
The City of Renton is seeking to take part in the implementation of the Puget Sound Emergency Radio Network
(PSERN). PSERN and its board do not exist until the separate interlocal agreement (ILA) is finalized. That ILA
delegates all decisions regarding funding of PSERN to the PSERN board. Currently, the Service Level
Agreement (SLA) defers to the PSERN board to set rates. Although there is no dollar value, staff believes this
SLA needs to be approved by Council due to the assumption that the value of the equipment the City is
agreeing to pay for, over the open-ended term of the SLA, exceeds the Mayor’s $100,000 contracting
authority.
King County is the other party to this SLA. In 2015, the parties entered the attached implementation ILA to
plan for the creation of a stand-alone PSERN entity. The 2015 implementation ILA did not itself create a new
PSERN entity, but the attached operating ILA will create a new entity.
SUMMARY OF ACTION:
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.
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). The operating entity will have four voting representatives on a board of
directors – one from each of the following four groups – King County, Seattle, Valley Com cities, and Eastside
Public Safety Communications Agency cities.
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 (“Implementation Period ILA”) 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
Implementation Period ILA.
The Implementation Period ILA contemplates creation of a new separate governmental agency under RCW
39.34.030(3)(b) that is organized through an interlocal agreement as a non-profit corporation under the
Interlocal Cooperation Act (Operator ILA). Once formed, this agency will assume the ownership and control of
PSERN during its useful life.
AGENDA ITEM #2. a)
Under the Operator ILA, 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, Federal Way, 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. Thus, the ILA establishes an entity to manage the
system and establishes a board to oversee the entity.
The purpose of the MOU is to designate the manner in which the five Valley Com member cities will select its
representative and governs how the current Valley Com cities will manage their shared vote on the PSERN
Operating Board of Directors.
The end user agreement is required of all users, not just those who are party to the ILA. It governs the use of the PSERN
system/equipment.
EXHIBITS:
A. ILA
B. MOU
C. End User Agreement
D. Resolution
STAFF RECOMMENDATION:
Authorize the Mayor to sign the Interlocal Agreement, the MOU, and the Radio End User Service Level
Agreement
AGENDA ITEM #2. a)
Page 1
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
covenants contained herein and other valuable consideration, the sufficiency of which is
hereby acknowledged, the Parties agree to the above Recitals and the following:
AGENDA ITEM #2. a)
Page 2
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.
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
AGENDA ITEM #2. a)
Page 3
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.
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.
AGENDA ITEM #2. a)
Page 4
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(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.
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.
AGENDA ITEM #2. a)
Page 5
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)(a). 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. 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
AGENDA ITEM #2. a)
Page 6
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
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
AGENDA ITEM #2. a)
Page 7
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
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.
AGENDA ITEM #2. a)
Page 8
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. 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;
AGENDA ITEM #2. a)
Page 9
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
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;
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;
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;
u. Sue and be sued, complain and defend, in all courts of competent jurisdiction;
v. Hold licenses for radio frequencies;
AGENDA ITEM #2. a)
Page 10
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 15.13;
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 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
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.
AGENDA ITEM #2. a)
Page 11
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
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:
AGENDA ITEM #2. a)
Page 12
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;
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
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. 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
AGENDA ITEM #2. a)
Page 13
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
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
AGENDA ITEM #2. a)
Page 14
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.
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
AGENDA ITEM #2. a)
Page 15
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 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
AGENDA ITEM #2. a)
Page 16
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 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.
11.2 Removal of a Board Member.
AGENDA ITEM #2. a)
Page 17
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
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.
AGENDA ITEM #2. a)
Page 18
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.
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.
AGENDA ITEM #2. a)
Page 19
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 (“HIPAA”) 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.
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
AGENDA ITEM #2. a)
Page 20
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.
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
AGENDA ITEM #2. a)
Page 21
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.
15.15.2 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.
AGENDA ITEM #2. a)
Page 22
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.
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
AGENDA ITEM #2. a)
Page 23
________________________________ ________________________________
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest:
________________________________ ________________________________
City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
Deputy Prosecuting Attorney City Attorney
CITY OF BELLEVUE CITY OF FEDERAL WAY
________________________________ ________________________________
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest: Attest:
________________________________ ________________________________
City Clerk City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
City Attorney City Attorney
CITY OF ISSAQUAH CITY OF KENT
________________________________ ________________________________
AGENDA ITEM #2. a)
Page 24
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest: Attest:
________________________________ ________________________________
City Clerk City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
City Attorney City Attorney
CITY OF KIRKLAND CITY OF MERCER ISLAND
________________________________ ________________________________
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest: Attest:
________________________________ ________________________________
City Clerk City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
City Attorney City Attorney
CITY OF REDMOND CITY OF RENTON
AGENDA ITEM #2. a)
Page 25
________________________________ ________________________________
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest: Attest:
________________________________ ________________________________
City Clerk City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
City Attorney City Attorney
CITY OF SEATTLE CITY OF TUKWILA
________________________________ ________________________________
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest:
________________________________
City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
City Attorney City Attorney
AGENDA ITEM #2. a)
Page 26
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 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 equipment] / PSERN System annual operating budget
x 100.
Y = [17% of employee-related costs in the PSERN System annual operating budget +
annual vendor costs for console-related equipment] / PSERN System annual operating
budget x 100.
Public Safety and Other Radio Rates
X% of the PSERN System annual operating budget will be paid with public safety radio rates
and other radio rates combined.
The other radio rate shall be 78% of the public safety radio rate.
X% of PSERN System annual operating budget = [12 x the monthly public safety radio rate
x the number of public safety radios] + [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.
AGENDA ITEM #2. a)
Page 27
Exhibit B
Polygon Coverage Areas with Added Signal
AGENDA ITEM #2. a)
1
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 (“Implementation Period ILA”) 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
Implementation Period ILA. 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 Implementation Period ILA contemplates creation of a new separate
governmental agency under RCW 39.34.030(3)(b) that is organized through an interlocal
agreement as a non-profit corporation under the Interlocal Cooperation Act (Operator
ILA). Once formed, this agency will assume the ownership and control of PSERN during
its useful life. Just as with the Implementation Period ILA, 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 ILA, 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, Federal Way, 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.
AGENDA ITEM #2. a)
2
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 ILA. To be eligible to represent the
Valley Com member cities, the selected representative must be a mayor from one of the
member cities. It is understood, but not required, that the Valley Com Executive Director
may act as the representative’s designee on a full-time or an occasional basis, or the
representative may select any other alternate or designee when needed, as provided in
the Operator ILA.
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 ILA, 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 Interlocal Cooperation Act
AGENDA ITEM #2. a)
3
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.
IN WITNESS, the authorized representatives of the Valley Com member cities have
signed their names and indicated the date of signing in the spaces provided below.
CITY OF AUBURN 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 KENT CITY OF RENTON
________________________________ ________________________________
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest: Attest:
________________________________ ________________________________
AGENDA ITEM #2. a)
4
City Clerk City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
City Attorney City Attorney
CITY OF TUKWILA
________________________________
Name ___________________________
Title ____________________________
Date ____________________________
Attest:
________________________________
City Clerk
Approved as to Form:
________________________________
City Attorney
AGENDA ITEM #2. a)
1
RADIO END USER SERVICE LEVEL AGREEMENT
This agreement between agency radio users and King County is intended to ensure that
expectations and requirements for equipment management and participation in the radio network are
clear, and that agency radio users meet necessary maintenance and network participation standards
that will support the successful functioning of the Puget Sound Emergency Radio network, avoiding
unnecessary costs and disruptions for the many network participants. This agreement is in accordance
with the Puget Sound Emergency Radio Network Implementation Period Interlocal Agreement of 2015.
City of Renton Police Department (“End User Agency”) and King County (“County”) (individually, a
“Party” and collectively, the “Parties”) enter this Radio End User Service Level Agreement
(“Agreement”) on this ____ day of ____________, 20____. In consideration of the mutual covenants
contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS
1.1 Words and terms shall be given their ordinary and usual meanings except as provided in this
section or in parentheticals following the definition of a particular term.
1.1.1 Accessory means all materials, special tools and any other items necessary to secure,
install, operate and maintain Subscriber Equipment including: device cradles; mounting and
installation hardware; power, Ethernet and any other wiring or cables and connectors;
strain-relief materials; wire ties; cable labels; pre-assembled wiring harnesses of prescribed
length for each vehicle type; fuses and circuit breakers; seals; adhesives; screws, bolts,
washers, nuts and grommets; special tools; power supply and power conditioning devices;
antennas; microphones; speakers; chargers; and holsters that are purchased by the PSERN
Project for the End User Agency. [this is opposed to an accessory (lower case) that is
something not provided by PSERN and which is an optional addition purchased at the
expense of the End User Agency]
1.1.2 Advanced System Key means hardware attached to a computer to enable critical
parameters to be programmed in subscriber equipment.
1.1.3 Confidential Information means any information in written, graphic, verbal, or machine-
recognizable form that is: (a) related to the PSERN System; (b) provided to the End User
Agency by the Contractor, the Service Provider, or the Service Provider’s contractor; and (c)
marked or identified as "confidential," "proprietary," "trade secret" or similar designation.
1.1.4 Contract (or Vendor Contract) means the County’s contract with Motorola Solutions, Inc.,
King County Contract Number 5729347.
1.1.5 Control Station means all Equipment and Software provided under the Contract that is
required to meet the Contract requirements for control stations.
1.1.6 Contractor means Motorola Solutions, Inc. the company hired by King County to provide
services for the construction, operation, maintenance or other support of PSERN.
AGENDA ITEM #2. a)
2
1.1.7 Emergency means an unforeseen circumstance that causes or may reasonably be expected
to cause a decrease or loss in network clarity, capacity, coverage, reliability, security,
features, or functions.
1.1.8 End User Agency in the singular means the entity that is a party to this Agreement with the
County. In the plural, End User Agencies means all entities that are parties to agreements
with the County with terms substantially similar to terms in this Agreement.
1.1.9 Equipment means all components of the radio system infrastructure including the land
mobile radio equipment and software, DC power equipment and software, site video and
alarming equipment and software, backhaul equipment and software, and console system
equipment and software owned by the County or PSERN Operator and used by the End
User Agency pursuant to this Agreement. The term does not include Subscriber Radios.
[NOTE: When the lower case word, “equipment,” is used in this Agreement, that use is not
intended to be the defined use of the term “Equipment.”]
1.1.10 Field Servicer (Servicer) means a PSERN Operator employee, contractor, or subcontractor
whose job duties include traveling to sites to repair site electronics that cannot be repaired
remotely.
1.1.11 Full System Acceptance (FSA) means the determination issued to the Contractor upon
satisfactorily completing the final system acceptance phase milestone.
1.1.12 Government Approvals means all necessary federal, state and local licenses, permits, and
approvals for the improvements needed for the construction, Equipment installation, and
operation of PSERN.
1.1.13 Implementation Period means the period of time defined as such in the Implementation
Period ILA.
1.1.14 Implementation Period ILA means the Puget Sound Emergency Radio Network
Implementation Period Interlocal Cooperation Agreement.
1.1.15 Joint Board means the PSERN Project governing board formed under the Implementation
Period ILA.
1.1.16 KCERCS means the County-wide Emergency land mobile radio system established under
the King County Emergency Radio Communication System Interlocal Agreement.
1.1.17 Master Advanced System Key means a device used to create and configure an Advanced
System Key.
1.1.18 Mobile Radio means all Equipment and Software provided under the Contract that is
required to meet the Contract requirements for the mobile radios.
AGENDA ITEM #2. a)
3
1.1.19 Monitoring means real-time fault checking on a continuous basis using tools for remote
checking and event characterization.
1.1.20 Monthly Fee (or Fee) means the monthly charge paid by the End User Agency to the
Service Provider after FSA for the Service Provider’s operation and maintenance of PSERN
and for the End User Agency’s use of PSERN.
1.1.21 Mutual Aid Radios means an end user radio from a foreign system ID which may include a
Mobile, Portable or Control Station radio which has been authorized and programmed to
operate on the PSERN System in only a mutual aid capacity.
1.1.22 Operations Period means the period of time as defined as such in the Operations Period
ILA.
1.1.23 Operations Period ILA means the Puget Sound Emergency Radio Network Operations
Period Interlocal Cooperation Agreement as executed and amended.
1.1.24 Part 90 means Part 90 of Title 47 of the Code of Federal Regulations (CFR).
1.1.25 Portable Radio means all Equipment and Software provided under the Contract that is
required to meet the Contract specifications for the portable radios.
1.1.26 Premises means the areas near and in the End User Agency’s location: the area used for
staging and construction; the area Equipment will be installed and occupy inside the End
User Agency’s location; the area between the right-of-way and Equipment the Service
Provider will use for access to the Equipment; and the area between the right-of-way and
Equipment to be used for the installation and maintenance of utilities, if any.
1.1.27 PSERN Board means initially the Joint Board formed under the Implementation Period ILA,
and later the board of directors for the PSERN Operator when it is formed and assumes the
ownership, operations, and governance of PSERN.
1.1.28 PSERN Project means all authorized activities relating to the planning, analysis, design,
development, acquisition, site development, installation, testing, training, and operation of
the PSERN until FSA, starting-up a new Service Provider, transferring the PSERN to same,
and any decommissioning, contract close-out and other project completion activities.
1.1.29 PSERN Operator means the agency that will be established by the parties to the
Implementation Period ILA under chapter 39.34 RCW to take over PSERN’s ownership,
operation, and governance after FSA.
1.1.30 Radio Shop means a facility that is authorized by Contractor to perform installation,
maintenance, programming and repair work on Subscriber Radios.
AGENDA ITEM #2. a)
4
1.1.31 Rate Stabilization Allocation means those funds in the PSERN Project budget totaling
$2,619,406 earmarked to offset rate increases for End User Agencies and to be distributed
via a formula determined by the PSERN Board.
1.1.32 Resolution Time means the period measured between the earlier of the time when the
Service Provider learns of a problem or receives the repair request and the time the Service
Provider deems that it has fixed the problem and notified the End User Agency of the
resolution.
1.1.33 Response Time means the period measured between the earlier of the time when the
Service Provider learns of a problem or receives a repair request for a problem, and the
time the Service Provider has begun actively working on the service request.
1.1.34 Service Provider (or Operator) means the County during the Implementation Period and
up until the transfer of ownership, operation, and governance of PSERN to the PSERN
Operator. After the transfer, Service Provider means the PSERN Operator who is
responsible for the day-to-day operation and maintenance of PSERN. Service Provider also
includes the Service Provider’s employees, agents, consultants, contractors,
subcontractors, permittees, successors and assigns.
1.1.35 Subscriber Radios means paying End User Agency radios whose home system is PSERN and
includes Mobile (vehicular), Portable (handheld), Control Station or consolette radios which
have been authorized and programmed to operate on the System and are owned by the
End User Agencies.
1.1.36 Update means revisions as required for the continued operation and maintenance of the
Equipment software including error corrections, bug fixes, work-arounds, patches, anti-
virus definitions, intrusion detection sensor signatures, changes in third party software or
changes to software and Equipment required to accommodate such third party software
changes and any other fixes and changes not constituting an Upgrade.
1.1.37 Upgrade means migrating to a new platform or adding features through changes to
equipment and/or software.
1.1.38 User means an employee, agent, or volunteer of an organization authorized to use PSERN.
1.1.39 Warranty Period means the period beginning when the Equipment is made operational by
the Contractor and extending for two (2) years after Full System Acceptance, as defined in
the Contract.
1.1.40 Template means a master codeplug for a specific set of radios that is used to create an
Equipment codeplug with the specific radio information required for the configuration of a
Portable, Mobile or Control Station Radio. The Template includes ergonomic settings,
PSERN radio system information, and Mutual Aid Radio systems information that is
programmed into the radio to allow operations on PSERN, KCERCS or other radio systems.
AGENDA ITEM #2. a)
5
2. INITIAL EQUIPMENT REPLACEMENT
2.1 By and through the Contractor, the County will replace the End User Agency’s existing radios with
Subscriber Radios in the numbers and of the types specified in Exhibit 1.
2.2 Subscriber Radios will be standardized with features, functions and Accessories chosen to make
them suitable for use by End User Agencies. The End User Agencies may purchase additional
Subscriber Radios, features, and accessories. The method and timing of payment for additional
equipment will be established by the Joint Board.
2.3 Subscriber Radios will be issued according to the policies of the Joint Board as listed below, and
as amended by the Joint Board:
Only For KCERCS Customers:
2.3.1 The PSERN Project will replace governmental agency and hospital agency active radios
that were activated, into KCERCS zone controllers as active radios and assigned IDs 120
days prior to the first End User Agency’s Subscriber Radio planned deployment and/or
installation dates;
2.3.2 Non-hospital private agencies that are on the KCERCS will have their radios replaced on a
1 for 1 basis according to the agency inventory records as of April 25, 2019;
2.3.3 All End User Agency must turn an existing working radio in to the PSERN Project for each
Subscriber Radio provided by the Project to the End User Agency;
2.3.4 End User Agency may keep old radios not needed for Subscriber Radio exchange to use on
PSERN if they are approved by the Service Provider as meeting minimum PSERN software
configurations and manufacturers specifications; and
2.3.5 End User Agency will pay Monthly Fees for each of its Subscriber Radios unless exempted
otherwise by the policies of the Service Provider.
For all other agencies:
2.3.6 Agencies wanting to be on PSERN but not already on KCERCS may be issued Subscriber
Radios pursuant to policies and terms and conditions adopted by the PSERN Board, but
only if they commit to remaining as an End User Agency for a minimum of 10 years.
2.4 By and through the Contractor, the County initially will configure, program, install and or deploy
the Subscriber Radios using the previous template and perform like for like programming. After
the initial templates are created and programmed, the PSERN Operator will be responsible for
archiving and centrally storing templates as well as infrastructure configuration changes within
the templates. The Radio Shops will be responsible for End User Agency configuration settings
only. The Master Advanced System Key shall be maintained by the PSERN Operator. The PSERN
Operator shall establish policies to determine which Subscriber Radio maintenance shops will be
eligible to receive a system key.
AGENDA ITEM #2. a)
6
2.5 The PSERN Operator will maintain a list of radios approved for use on the PSERN system. The End
User Agency agrees to use only approved radios on PSERN and to not program or cause radios to
be programmed in a way that they would operate in the P 25 Phase 1 mode of operation while
operating on PSERN.
2.6 The County will own the Equipment provided by the PSERN Project. After the new PSERN
Operator is formed, ownership of this Equipment shall be transferred to the PSERN Operator at
no cost to the End User Agency or to the PSERN Operator.
2.7 Ownership of County-purchased Subscriber Radios will be transferred to the End User Agency
within the same fiscal year that the Subscriber Radios are put into service provided that the
Subscriber Radios are put into service at least ninety (90) days prior to the end of the fiscal year.
If the Subscriber Radios are put into service less than ninety (90) days prior to the end of the
fiscal year, then ownership will be transferred within ninety (90) days from the date they are put
into service.
2.8 The Train-the-Trainer model will be used to train End User Agency staff to use the Subscriber
Radios. Each End User Agency shall designate staff to be trained, and supply that (those) name(s)
to the Service Provider. The trainers will receive detailed training on use of the Subscriber Radios
from the Contractor.
3 TRANSITION PLAN
3.1 The Service Provider and End User Agency will work with the Contractor to develop a mutually
agreeable written transition plan. The transition plan will be approved by the PSERN Joint Board.
3.2 The transition plan will include:
3.2.1 A list of equipment that the End User Agency shall receive as part of the PSERN Project;
3.2.2 An installation plan for all vehicles receiving equipment;
3.2.3 A plan describing how End User Agencies will migrate from analog to digital operations;
and
3.2.4 A plan describing the training plan for each End User Agency.
4 INSTALLATION AND TESTING
4.1 If the End User Agency has any special requirements pertaining to the disposition of its existing
radios it shall notify the Service Provider as soon as practicable, but no less than within five (5)
business days of receiving notification of installation and transition.
4.2 The Service Provider shall secure all Government Approvals required for the installation and
operation of the Subscriber Radios.
AGENDA ITEM #2. a)
7
4.3 All Subscriber Radios will be programmed and tested prior to deployment and/or installation by
the Contractor to determine if they are operating in accordance with manufacturer’s
specifications.
4.4 The Service Provider will coordinate with the End User Agency regarding the installation schedule
as far in advance as possible, but no less than at least fifteen (15) business days in advance.
5 OPERATIONS
5.1 In implementing and managing PSERN, the Service Provider shall:
5.1.1 Be responsible for, or during the Warranty Period ensure the Contractor is responsible for,
the repair of defective Equipment, and for programming and installing Equipment
purchased and installed during the Implementation Period;
5.1.2 Monitor PSERN for proper operations in accordance with the standards specified herein
and monitor for any failure symptoms;
5.1.3 Maintain, operate, repair, Update, Upgrade and test PSERN in accordance with the
Equipment manufacturer’s recommendations for routine maintenance;
5.1.4 Provide the End User Agency with a phone number and email address to report system
problems. The phone number shall be reachable and Monitored 24 hour X 7 day X 365
days per year;
5.1.5 Respond to network and Equipment problems in accordance with Response and
Resolution Tables contained in Exhibit 2;
5.1.6 Purchase the Contractor’s Radio Service Advantage (RSA) product offering which will
provide 7 years of support for Subscriber Radios after the conclusion of the two-year
warranty period. During the 7 years of RSA support, End User Agencies will be able to
receive repairs to Subscriber radios without incurring Contractor’s depot level repair costs.
However, any Subscriber Radio needing repair or replacement due to the intentional or
negligent act of the End User Agency, its agents, employees, or invitees, will be repaired
or replaced by the Radio Shop at the Radio End User Agency’s cost. Such cost is in addition
to the Monthly Fee. Disputes regarding the responsibility for repair or replacement cost
will be resolved pursuant to Section 23;
5.1.7 Have factory-trained subject matter experts (Duty Technician(s)) on staff who specialize in
the diagnosis, troubleshooting and resolution of network performance and Equipment
problems;
5.1.8 Have a Duty Technician to act as liaison between itself and the Contractor;
5.1.9 Resolve Equipment warranty claims with the Contractor;
5.1.10 Manage talkgroup site access profiles;
AGENDA ITEM #2. a)
8
5.1.11 Give the End User Agency at least thirty (30) days’ notice before undertaking scheduled
activities that will interrupt or reduce service capacity by twenty-five percent (25%) or
more;
5.1.12 Centrally manage the distribution and archiving of regional encryption keys;
5.1.13 Centrally manage the creation of new talkgroups (however, per Section 5.3, End User
Agencies will own their own existing talkgroups);
5.1.14 Centrally archive templates for radio programming of End User Agency radios;
5.1.15 Centrally manage the use of integrated voice and data applications such as over-the-air
rekeying, over the air programming, outdoor location (GPS information) and radio
management;
5.1.16 Ensure public safety agencies have priority of service on the PSERN system; and
5.1.17 Maintain the PSERN system to the following standards as specified in the Contract and as
implemented by the Contractor prior to FSA:
5.1.17.1 Delivered Audio Quality 3.4;
5.1.17.2 97% reliability;
5.1.17.3 97% portable on-street coverage in the Primary Bounded Area;
5.1.17.4 95% portable on-street coverage in the Highway Buffer Covered Areas;
5.1.17.5 Grade of Service of 1.0;
5.1.17.6 99.999% availability of backhaul;
5.1.17.7 at least 17db added signal above the baseline PSERN design within the
designated in-building coverage areas (downtown Seattle, downtown Bellevue,
and north central Renton; and
5.1.17.8 Provide 97% portable on-street coverage in the in-building coverage areas. The
Contractor shall provide a System that achieves 97% SAR (service area
reliability).
5.2 Following execution of the Operations Period ILA and formation of the PSERN Operator, the
PSERN Operator shall:
5.2.1 Develop and adopt a maintenance & operations plan that includes:
5.2.1.1 Talkgroup prioritization levels and site authorizations;
5.2.1.2 Authorized template configuration changes by Radio Shops;
AGENDA ITEM #2. a)
9
5.2.1.3 System maintenance standards;
5.2.1.4 Technician/System manager administrative rights;
5.2.1.5 Training requirements for technical staff;
5.2.1.6 Distribution, management, and archiving of regional and End User Agency
encryption keys;
5.2.1.7 System key management and distribution;
5.2.1.8 OTAP/OTAR roles and responsibilities;
5.2.1.9 Issue resolution reporting procedures including system status, repairs made,
impacted area, etc.;
5.2.1.10 Continuity of operations procedures;
5.2.1.11 Procedures for End User agencies to add radios to their inventory at their own
cost;
5.2.1.12 Talkgroup sharing agreement requirements; and
5.2.1.13 Conventional channel sharing agreements.
5.2.2. Adopt policies governing the replacement, removal, and addition of Equipment under its
control;
5.2.3. Adopt policies related to the access of PSERN for mutual aid and/or interoperability
purposes;
5.2.4. Adopt policies defining the approved Equipment and Subscriber Radios authorized for use
in PSERN;
5.2.5. Adopt policies defining mandatory configuration settings that must be set into each
authorized Subscriber Radio;
5.2.6. Adopt and implement information assurance controls, policies, procedures and processes;
5.2.7. Adopt policies governing the change management program;
5.2.8. Work in partnership with the End User Agencies to develop and regularly report on
performance and operating metrics indicating system performance as well as the PSERN
Operator’s ability to meet the End User Agencies service requirements; and
5.2.9. Upon request by End User Agencies, provide reports of system usage and equipment
inventories.
AGENDA ITEM #2. a)
10
5.3 In using the Equipment and PSERN, the End User Agency agrees to:
5.3.1 Be responsible for replacement at its cost of any Subscriber Radios that are stolen,
damaged, lost or which are determined by the End User Agency to be beyond their
expected life if not covered by the radio repair procedures as described in Section 5.4 ;
5.3.2 Use only radio codeplugs that have been configured by the PSERN Operator;
5.3.3 Create and distribute End User Agency encryption keys;
5.3.4 Own and control their own talkgroups;
5.3.5 Ensure all trunked radios are capable of being configured for P25 Phase II operation;
5.3.6 Prevent unauthorized and untrained personnel from accessing Subscriber Radios;
5.3.7 Promptly report Equipment and network problems to the Service Provider and indicate
the impact of the problem on the End User Agency (e.g., if a channel is garbled, features
are not working correctly, or if coverage conditions in a known area have changed);
5.3.8 Comply with all applicable information assurance controls, policies, procedures, and
processes developed and implemented by the PSERN Operator;
5.3.9 Maintain an accurate system for tracking all Subscriber Radio purchased by the PSERN
Project or acquired by the End User Agency and immediately notify the System Provider if
the End User Agency knows or suspects that a Subscriber Radio has been lost, stolen, or
damaged so that the System Provider can take any necessary actions which may include
disabling the Subscriber Radio;
5.3.10 Not permanently transfer, dispose of, or allow an entity or individual outside the User
Agency to use Subscriber Radios without the PSERN Board’s prior written approval for a
period of 7 years after Full System Acceptance (Any radios disposed of under this sub-
section shall be deprogrammed by a Radio Shop prior to disposal);
5.3.11 Assist the Service Provider in responding to any correspondence, complaint, information
request, or claim it receives that pertains to End User Agency operations;
5.3.12 Use a Radio Shop of its choice to perform all installation, maintenance, programming and
repair work on Subscriber radios;
5.3.13 Perform, or have performed, preventative maintenance of its Subscriber Radios in
accordance with manufacturer’s recommendations and schedules;
5.3.14 Perform, or have performed, periodic Updates of subscriber operating system as
determined by the Service Provider;
AGENDA ITEM #2. a)
11
5.3.15 Allow Service Provider the right to inspect applicable Equipment which the End User
Agency controls access to in order to verify operations of the Equipment are within the
manufacturer’s specifications and Federal Communications Commission rules; and
5.3.16 Not modify Subscriber Radio hardware or software operating characteristics, such as
modifying the transmit power levels of mobile radios or replacing the antennas with
higher gain antennas on mobile or portable radios without the approval of the PSERN
Operator.
5.4 Radio Repair Procedures:
5.4.1 After initial Contractor installation and up to and during the Warranty Period, the End
User agency will use a Radio Shop of its choice to perform all installation, maintenance,
programming, and repair work on Subscriber Radios and ensure that during the two year
warranty period the Radio Shop will:
5.4.1.1 Initiate a service request with Contractor by requesting a Return Merchandise
Authorization (RMA); and
5.4.1.2 The Radio shop shall remove failed units from the vehicles and reinstall new units
and ship the units to Contractor.
5.4.2 Contractor will:
5.4.2.1 Provide the Radio Shop with an RMA, provide a new Subscriber Radio
replacement unit with the latest firmware release, and reimburse the Radio Shop
and End User Agency for their costs (including troubleshooting time, owner
travel time, removal and installation of the radio, reprogramming, and inventory
actions).
5.4.3 Upon completion of the warranty period:
5.4.3.1 The Radio Shop will initiate a service request via Motorola Online (MOL) and
reference the Contract Number (#5729347) for repair;
5.4.3.2 Contractor is responsible for inbound and outbound shipping and tracking of
each shipment; and
5.4.3.3 End User Agency may have to pay fees for the removal/installation of Mobile
Radios or Control Stations per any applicable Radio Shop service agreements and
rates.
5.5 The Change management program to be adopted pursuant to Section 5.2 shall be mutually
agreed to by the Parties and shall include:
AGENDA ITEM #2. a)
12
5.5.1 Request for change (RFC) documentation;
5.5.2 Classification of the RFC quantifying the risk/impact and the category;
5.5.2.1 Risk/Impact may be: low, medium, high; and
5.5.2.2 Category may be: standard or Emergency.
5.5.3 Assessment and Authorization of the RFC;
5.5.4 Communication with dispatch centers of the RFC’s implications;
5.5.5 Implementation of the change;
5.5.6 Assessment of the quality of the implementation; and
5.5.7 Closure of the RFC record.
6. RESPONSE AND RESOLUTION TIMES TO INFRASTRUCURE IMPAIRMENTS
6.1 During the Warranty Period when a User reports or the Monitoring equipment detects a
problem and reports it to the Service Provider, a trained technologist will acknowledge and
attempt to remotely diagnose the problem. Appropriate responses could include continuously
Monitoring the event for further development, attempting remote remediation, or dispatching a
Field Servicer (Servicer) for onsite remediation.
6.2. The table in Exhibit 2 lists Response Times for three levels of severity and the correlating
Resolution Time for each.
6.3. The Service Provider shall repair or replace a defective piece of Equipment at no cost above the
Monthly Fee.
6.4. The Service Provider will keep or have access to sufficient spare parts and pieces of Equipment
so that defective, broken, or wrongly programmed Equipment can be promptly replaced or
repaired.
7. EQUIPMENT UPDATES AND UPGRADES
7.1 Equipment Updates
7.1.1 During the Warranty Period, the Contractor shall provide and install Equipment Updates.
Thereafter, the Contractor shall provide Updates that shall be installed by the Service
Provider. The cost of Updates shall be included in the Monthly Fee.
7.1.2 Regular Updates shall include:
AGENDA ITEM #2. a)
13
7.1.2.1 Contractor’s most current software enhancement release Update which includes
defect corrections, bug fixes, patches, and service packs.
7.1.2.2 Patch releases, service packs and other non-security-related Updates released by
Contractor, its subcontractors if applicable, and other providers of Equipment
operating and application software including Microsoft, Red Hat Linux, Sun
Solaris, and other third parties.
7.1.2.3 Contractor’s regular security-related Updates, referred to by Contractor as
“Security Update Service” (SUS) that include operating system patches and
service packs, anti-virus engines and definitions, intrusion detection systems and
signatures, and firewall setting and other security-related Updates.
7.1.3 Updates to software necessary as a result of a failure will be provided based on the
severity level of the failure as follows:
7.1.3.1 For failures that affect PSERN service, traffic/capacity, operations, material
functions, maintenance capabilities or system administration, the Service
Provider shall commence corrective action immediately and exercise its best
efforts to work with the Contractor to develop, test, and install a fix in the
shortest time possible.
7.1.3.2 For failures that do not affect PSERN service, traffic/capacity, operations,
material functions, maintenance capabilities or system administration, the
Service Provider shall work with the Contractor to develop, test, and install the
fix as part of an Update to be otherwise provided in this Section.
7.1.4 Prior to installation of an Update, the Service Provider shall confirm that the Update has
been successfully tested to ensure the Update is compatible and that it will not degrade,
interfere with, or otherwise compromise PSERN’s functionality. Updates may be loaded
remotely or locally as determined by the Service Provider.
7.1.5 The Service Provider will routinely install Updates, but may defer or decline to install an
Update or roll back one or more Updates if the Service Provider in its sole discretion
determines that the Update would be detrimental to PSERN’s functionality.
7.1.6 The Service Provider will notify End User Agencies in accordance with the change
management program as detailed in Section 5.5 in advance of routine Updates and will
provide applicable release notes with each Update. In the case of Updates installed
under Section 7.1.3, notice will be provided to the Users with as much lead time as
practicable.
7.2 Equipment Upgrades
AGENDA ITEM #2. a)
14
7.2.1 During the Warranty Period, the Contractor shall provide and install Equipment Upgrades.
Thereafter, the Contractor will provide Upgrades that will be installed by the Service
Provider. The cost of Upgrades shall be included in the Monthly Fee.
7.2.2 The most recent available Upgrades of the Equipment software and hardware shall be
provided at the following points in time: (1) no more than ninety (90) days prior to the
start of the FSA testing period; (2) no more than ninety (90) days prior to the end of the
Warranty Period; (3) after the Warranty Period, every other year beginning with 2023
subject to availability from the Contractor. The Service Provider may defer or suspend an
Upgrade if it determines in its sole discretion that the Upgrade would be detrimental to
PSERN’s functionality.
7.2.3 Each Upgrade will include the latest versions of Contractor software and the latest
versions of third party software certified for the system and shall include all Updates
available at the time of the Upgrade if not already installed under Section 7.1.
7.2.4 Prior to installation of an Upgrade, the Service Provider shall confirm that the Upgrade has
been successfully tested to ensure the Upgrade is compatible and that it will not degrade,
interfere with, or otherwise compromise PSERN’s functionality. Upgrades may be loaded
remotely or locally as determined by the Service Provider.
7.2.5 If an Upgrade requires additional or different Equipment, the Service Provider (by and
through the Contractor during the Warranty Period) shall provide and install the necessary
Equipment. The cost of the software and Equipment required for the Upgrade, if any, shall
be included in the Monthly Fee.
7.2.6 The Service Provider will notify End User Agencies in accordance with the change
management program as detailed in Section 5.5
8 MONTHLY FEE AND PAYMENT
8.1 The End User Agency agrees to pay the PSERN Operator a Monthly Fee for the End User Agency’s
use of PSERN and the PSERN Operator’s operation and maintenance of the Equipment and
network. The Monthly Fee shall be calculated using a formula determined by the PSERN Board.
8.2 The Monthly Fee will be assessed beginning immediately after FSA for each End User Agency
radio with an active ID in the radio system core. In the first month, the Monthly Fee shall be
assessed on a prorated basis based on the number of days the radio is in service and will apply to
Subscriber Radios used in the field, dispatch center back up radios and recording radios. The
PSERN Operator shall provide an invoice to the End User Agency. The first payment will be due
on the first day of the first full month after FSA, and shall equal the amount due for that month
and any pro-rated amount for the first month of service
AGENDA ITEM #2. a)
15
8.3 Monthly Fee payments will be due on the first day of each month, except that at the End User
Agency’s sole option it may make annual advance payments in lieu of monthly installments.
Payments made will be applied first to charges that are in arrears and then to the payment due
for that coming month.
8.4 The first payments after FSA may be reduced based on the PSERN Board’s disbursement of the
Rate Stabilization Allocation for those End User Agencies that will see a rate increase as a result
of PSERN operations.
8.5 The PSERN Operator shall provide the End User Agency with the address for payment of Fees not
less than sixty (60) days prior to the date the first payment is due. All payments shall be
accompanied by a reference to this Agreement, or an invoice number.
8.6 If the End User Agency does not pay its Fee or pays only a part of the Fee more than twice in any
single calendar year, the PSERN Operator may charge the End User Agency a reasonable late or
special handling charge.
8.7 The PSERN Operator’s acceptance of any payment or partial payment after the date it is due shall
not be deemed a waiver regarding the End User Agency’s obligations to make future payments
on time. And no partial payment shall act as an accord and satisfaction unless approved by the
PSERN Board.
8.8 OTHER FEES: The Service Provider may maintain and publish fees for services in support of End
User Agency’s operations unrelated to the PSERN Equipment. Such fees may include activation
and deactivation fees and time and materials rates for non-PSERN equipment servicing. End User
Agencies may use these ad hoc services, if offered, which may consist of:
8.8.1 Time and materials fees in support of UHF systems and equipment, VHF systems and
equipment, non-PSERN Microwave equipment and fiber optic networking
8.8.2 Consultation service fees for communication equipment or systems
8.8.3 Consultation service fees for in-building coverage equipment such as bi-directional
amplifiers or distributed antenna systems
9. TERM
9.1 This Agreement shall take effect when executed by authorized representatives of the Parties, and
shall remain in effect unless one of the following events occurs:
9.1.1 The Parties execute a superseding agreement;
9.1.2 The End User Agency withdraws from the Agreement as provided in Section 16.1; or
9.1.3 The PSERN Board terminates the Agreement as provided in Section 16.2.
AGENDA ITEM #2. a)
16
10. COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS, AGREEMENTS, POLICIES, PROCEDURES,
AND PERMITS
The Parties acknowledge: 1) that they are required to comply with various laws, regulations,
agreements, policies, procedures, and permits, including those contained in 47 CFR §90, those
developed by the PSERN Board and the Service Provider, and those contained in the
Implementation Period ILA and the Operations Period ILA, if the End User Agency is a party to
those agreements; and 2) that the County is subject to the Vendor Contract’s terms and
conditions in the performance of this Agreement. The Parties agree to comply with the applicable
laws, regulations, agreements, policies, procedures, and permits.
11. REPRESENTATIONS AND WARRANTIES
11.1 The End User Agency represents, warrants, and agrees that:
11.1.1 It will work cooperatively, fully, and promptly with the Service Provider;
11.1.2 It has the full right, power, and authority to enter into this Agreement; and
11.1.3 It does not know any reason why its execution and performance of this Agreement would
violate any laws, covenants, or the provisions of any mortgage, lease or other binding
agreement.
11.2 The Service Provider represents, warrants, and agrees that:
11.2.1 It will work cooperatively, fully, and promptly with the End User Agency;
11.2.2 It has the full right, power and authority to enter into this Agreement;
11.2.3 It does not know any reason why its execution and performance of this Agreement would
violate any laws, covenants or the provisions of any mortgage, lease or other binding
agreement.
12.NOT USED
13 INDEPENDENT CONTRACTORS AND NO THIRD PARTY BENEFICIARIES
13.1 Each Party is an independent contractor with respect to this Agreement. No joint venture or
partnership is formed as a result of this Agreement.
13.2 This Agreement is solely for the benefit of the Parties, and gives no right or remedy to any other
person or entity.
14 ASSIGNMENTS
14.1 By Service Provider
AGENDA ITEM #2. a)
17
The County may assign this Agreement and all of the County’s rights, duties, and obligations set
forth herein, to the PSERN Operator without the End User Agency’s approval. However, such
assignment shall require approval by the PSERN Board.
14.2 By the End User Agency:
The End User Agency may not assign any of its rights, duties, or obligations set forth in this
Agreement except as approved in writing by the PSERN Board and the Service Provider.
15 RECORDS
Each Party shall keep records as required by state law. To the extent permitted by law, all
records, accounts and documents relating to matters covered by this Agreement shall be subject
to inspection, copying, review or audit by the Washington State Auditor or any Party. Upon
reasonable notice, during normal working hours, each Party shall provide auditors from the
Washington State Auditor or the other Party with access to its facilities for copying said records
at their expense. If a Party receives a request for records under the Washington State Public
Records Act for records that meet the definition of Confidential Information, and if the Party
determines such record is or may be subject to disclosure, the Party’s sole obligation to protect
the confidentiality shall be to notify the entity or individual claiming confidentiality of the request
and the date that such Confidential Information will be released. Such individual or entity, shall
have the option of obtaining a court order to enjoin disclosure pursuant to RCW 42.56.540.
16. ENDING SERVICE
16.1 End User Agency may apply for withdrawal from this Agreement with at least one year’s written
notice of its intent to withdraw. Such applications shall be handled in accordance with the PSERN
Board’s rules.
16.2 After giving the End User Agency a reasonable period of time to cure, the PSERN Board may
terminate this Agreement for the End User Agency’s repeated violations of the Agreement terms.
The PSERN Board may immediately terminate this Agreement where an action or inaction of the
End User Agency significantly diminishes or threatens to significantly diminish the operations of
PSERN or results in the loss of or threatened loss of PSERN’s spectrum licenses. Termination
actions shall be handled in accordance with the PSERN Board’s rules.
17. INDEMNIFICATION
Each Party shall save harmless the other Party, its officers, officials, employees and agents while
acting within the scope of their employment as such, from any and all suits, costs, claims, actions,
losses, penalties, judgments, and/or awards of damages, of whatsoever kind arising out of, or in
connection with, or incident to the services associated with this Agreement caused by or
resulting from each Party's own negligent acts or omissions. Each Party agrees that it is fully
responsible for the acts and omissions of its own contractors, subcontractors, their employees
AGENDA ITEM #2. a)
18
and agents, acting within the scope of their employment as such, as it is for the acts and
omissions of its own employees and agents.
18. INSURANCE
18.1 King County Insurance
The County maintains a self-insurance program for the protection and handling of its liabilities
including injuries to persons and damage to property. The End User Agency acknowledges, agrees
and understands that the County is self-funded for all of its liability exposures for this
Agreement.
18.2 The PSERN Operator
Upon the transfer of PSERN to the PSERN Operator, the PSERN Operator shall either maintain a
fully funded self-insurance program in accordance with applicable law or acquire and maintain
commercial general liability insurance in the amount of Five Million Dollars ($5,000,000) per
occurrence and Five Million Dollars ($5,000,000) general aggregate, based on ISO Form CG 00 01
or equivalent.
18.3 Contractors and Subcontractors Insurance
The County and PSERN Operator shall require their contractors and subcontractors to maintain
general liability insurance for all activities related to installation and servicing of the equipment at
the Centers.
18.4 End User Agency’s Insurance
The End User Agency agrees to maintain a self-insurance program or to procure and maintain the
following minimum insurance coverage areas and limits, or comparable program(s) of self-
insurance, responsive to its liability and property exposures under this Agreement:
18.4.1 General Liability: Insurance Services “occurrence” form CG 00 01 (current edition), or its
substantive equivalent. Commercial General Liability coverage shall be no less than ONE
MILLION DOLLARS ($1,000,000) per combined single limit per occurrence, and TWO
MILLION DOLLARS ($2,000,000) in the aggregate for bodily injury and property damage.
18.4.2 Workers' Compensation/Stop Gap/Employers Liability: Statutory Workers Compensation
coverage and Stop Gap Liability for a limit no less than ONE MILLION DOLLARS
($1,000,000) per occurrence.
19. NOTICES
Written notice for purposes of Sections 16, 18 and 23 must be either delivered by courier or sent
by certified mail, return receipt requested, to the address listed below. Notices shall be deemed
effective upon the earlier of receipt when delivered, or, if mailed, upon signature on the return
receipt. A Party may change the address for notices from time to time by providing the other
AGENDA ITEM #2. a)
19
Party(ies) the replacement name and contact information. Notice shall not be effective unless
and until the other Party(ies) has (have) received this information.
To the End User Agency:
To the County or PSERN Operator:
Hai Phung, Project Manager
King County Department of Information Technology
401 5th Avenue
Seattle, WA 98104
20. AMENDMENT
This Agreement may be amended only upon mutual written agreement of the Parties and
approval of the PSERN Board.
21 FORCE MAJEURE
Acts of nature, acts of civil or military authorities, acts of war, terrorism, fire, accidents,
shutdowns for purpose of Emergency repairs, strikes and other labor disruptions, and other
industrial, civil or public disturbances that are not reasonably within the control of a Party
causing the Party’s inability to perform an obligation under this Agreement are “Force Majeure
Events.” If any Party is rendered unable, wholly or in part, by a Force Majeure Event, to perform
or comply with any obligation or condition of this Agreement, such obligation or condition shall
be suspended for the time and to the extent reasonably necessary to allow for performance and
compliance and restoration of normal operations.
22 CONFLICT WITH OTHER AGREEMENTS
If any provision of this Agreement conflicts with a provision of the Implementation Period ILA,
the Operations Period ILA, or the lease between the End User Agency and King County (or Service
Provider as applicable), if any, such that the provisions cannot be harmonized, then the
provisions of the applicable ILA or lease shall control over this Agreement.
23 DISPUTE RESOLUTION
If a dispute arises out of or relates to this Agreement, the Parties shall endeavor to resolve the
dispute through direct negotiations between them. If the Parties are unable to resolve the
dispute within sixty (60) days of its occurrence, either Party may refer the dispute to the PSERN
Board for resolution and shall provide the other Party with notice of such referral. If the dispute
is not resolved by the PSERN Board within sixty (60) days of referral to it, either Party may refer
the dispute to the executive officers of the Parties. If the dispute is not resolved by the
executives within 60 days of referral, either Party may refer the dispute to non-binding
mediation. The parties to the dispute shall share the costs of mediation equally. Referral of the
AGENDA ITEM #2. a)
20
dispute to the PSERN Board, the executives, and mediation shall be a condition precedent to a
Party’s pursuit of other available legal remedies.
24 CHOICE OF LAW AND 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 King County Superior Court, Washington
shall have exclusive jurisdiction and venue over any legal action arising under this Agreement.
25 NO WAIVER
No term or provision of this Agreement shall be deemed waived and no breach excused unless
such waiver or consent shall be in writing and signed by the Party claimed to have waived or
consented. Waiver of any default of this Agreement shall not be deemed a waiver of any
subsequent default. Waiver of breach of any provision of this Agreement shall not be deemed to
be a waiver of any other or subsequent breach. Waiver of such default or breach shall not be
construed to be a modification of the terms of this Agreement unless stated to be such through
written approval of the Parties.
26 EXECUTION AND COUNTERPARTS
This Agreement may 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.
27 SURVIVAL PROVISIONS
The following provisions shall survive and remain applicable to each of the Parties
notwithstanding any termination or expiration of this Agreement and notwithstanding a Party’s
withdrawal from this Agreement.
Section 15 Records
Section 17 Indemnification
Section 19 Notices
Section 24 Choice of Law and Venue
28 SEVERABILITY
The invalidity of any provision of this Agreement shall not affect the validity of the remaining
provisions.
AGENDA ITEM #2. a)
21
IN WITNESS WHEREOF, authorized representatives of the Parties have signed their names in the space
provided below.
King County City of Renton
David Mendel, Director, King County Armondo Pavone, Mayor Date
Emergency Radio Communications
Attest:
Jason Seth, City Clerk Date
City Attorney, City of Renton Date
AGENDA ITEM #2. a)
22
Exhibit 1
List of equipment for End User Agency
The quantities of equipment listed here will be based on the preliminary radio inventory. The parties
agree that prior to radio replacement final inventory numbers will be mutually agreed to, subject to the
replacement polices adopted by the PSERN Joint Board.
Renton Police Department
Portable
Radio
Location
Capable
Encryption
with Over
The Air Re-
keying
Portable
Radio
quantity
with
microphone
2 batteries,
case
Individual
Charger
6 Pocket
Charger
Other Gov't No No 0 0 0
Police Yes Yes 209 209 0
Fire/EMS Yes Yes 0 0 0
Mobile
Radio
Location
Capable
Encryption
with Over
The Air Re-
keying
Dash mount
radio
Trunk
mount radio
Dual head
radio
Quad head
radio
Motorcycle
radio
Other Gov't No No 0 0 0 0 0
Police/Fire/EMS Yes Yes 94 43 0 0 16
Base
Radio
Location
Capable
Encryption
with Over
The Air Re-
keying
Consolette
radio
Desktop
radio
Other Gov't No No 0 0
Police/Fire/EMS Yes Yes 0 2
Total Radios 364
AGENDA ITEM #2. a)
23
All radios come with 700/800 MHz Trunked/Conventional P25 & Smartzone Trunking,
Over the Air Programming, Radio Authentication, Integrated Voice and Data, Advanced
System Key
AGENDA ITEM #2. a)
24
Exhibit 2
Response and Resolution Tables
Severity
Level
En-Route
Response Time
Restoration and Replacement
Times
Examples
Severity 1 Field Servicer
shall be en-
route within
thirty (30)
minutes after
Contractor or
Service
Provider
detects or is
notified of the
failure,
whichever
occurs first.
Within four (4) hours of detection
or report of failure, whichever
occurs first, restore full
functionality to land mobile radio
equipment and software,
microwave system equipment and
software and MPLS equipment and
software and if equipment is
malfunctioning, install FRU.
Concerning equipment and
software not listed above, Service
Provider’s goal is to resolve all
Severity 1 failures within two hours
of arrival. However, it is possible
that some resolutions could require
additional time and effort due to
multiple item failure, antenna
system failure, etc. In any event,
Service Provider is committed to
failure resolution as rapidly as
possible, utilizing all available
resources to resolve the failure as
soon as possible.
Failure of any system control
equipment element. (e.g.
equipment at a master site or
prime site).
Any failure which results in the loss
of wide area operation of one or
more simulcast radio sub-system.
Failure of operation of 25% or more
of the operator stations in a
dispatch center.
This level represents the most
critical issues affecting significant
portions of the System and its
users.
AGENDA ITEM #2. a)
25
Severity 2 Field Servicer
shall be en-
route within
thirty (30)
minutes after
Contractor or
Service
Provider
detects or is
notified of the
failure,
whichever
occurs first.
Within twenty-four (24) hours of
detection or report of failure,
whichever occurs first, restore full
functionality to land mobile radio
equipment and software
microwave system equipment and
software and MPLS equipment and
software and if equipment is
malfunctioning, install FRU.
Concerning equipment and
software not listed above Service
Provider’s goal is to resolve all
Severity 2 failures within twelve
hours of arrival. However, it is
possible that some resolutions
could require additional time and
effort due to multiple item failure,
antenna system failure, etc. In any
event, Service Provider is
committed to failure resolution as
rapidly as possible, utilizing all
available resources to resolve the
failure as soon as possible.
Loss of 20% or more voice talk-path
capacity at a site.
Failure of operation of any
individual site that comprises a part
of a simulcast subsystem or
multicast site.
Any Backhaul failure which causes
either a loss of traffic through a
path or loss of node redundancy.
Network Management System
(NMS) failure
dispatch center failure impacting
operations.
Loss of connectivity of any dispatch
or RF site to the core network.
Environmental alarms, such as DC
plant and backup power.
This level represents major issues
that results in an impaired or
unusable sub-system, or loss of
critical features from the End User
Agency’s perspective.
AGENDA ITEM #2. a)
26
Severity 3 Field Servicer
shall be en-
route as soon
as possible
after
Contractor or
Service
Provider
detects or is
notified of the
failure,
whichever
occurs first.
Within twenty-four (24) hours of
detection or report of failure,
whichever occurs first, restore full
functionality to land mobile radio
equipment, microwave system
equipment and software and MPLS
equipment and software and, if
equipment is malfunctioning,
install new equipment.
Concerning equipment and
software not listed above, Service
Provider’s goal is to resolve all
Severity 3 failures within twenty-
four hours of arrival. However, it is
possible that some resolutions
could require additional time and
effort due to multiple item failure,
antenna system failure, etc. In any
event, Service Provider is
committed to failure resolution as
rapidly as possible, utilizing all
available resources to resolve the
failure as soon as possible.
Loss of less than 20% of voice talk-
path capacity at any site.
Any Backhaul failure or alarm which
does not result in loss of traffic or
redundancy.
No more than 1 console out-of-
service at any dispatch location.
Loss of any NMS workstation.
This level represents moderate
issues that limit End User Agency’s
normal use of the system, sub-
system, product, or major non-
critical features from an End User
Agency’s perspective.
AGENDA ITEM #2. a)
1
CITY OF RENTON, WASHINGTON
RESOLUTION NO. __________
A RESOLUTION OF THE CITY OF RENTON, WASHINGTON, AUTHORIZING AND
DIRECTING THE MAYOR AND CITY CLERK TO SIGN ON BEHALF OF THE CITY, THE
PUGET SOUND EMERGENCY RADIO NETWORK OPERATOR INTERLOCAL
COOPERATION AGREEMENT.
WHEREAS, 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; and
WHEREAS, 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; and
WHEREAS, KCERCS is over twenty years old and is increasingly unsupported by the
supplier of the system’s equipment, software and related parts; and
WHEREAS, the City and the cities of Auburn, Bellevue, Federal Way, Issaquah, Kent,
Kirkland, Mercer Island, Redmond, 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; and
WHEREAS, the Parties 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
AGENDA ITEM #2. a)
RESOLUTION NO. ________
2
operation of PSERN. The Implementation Period ILA also establishes a Joint Board to oversee the
PSERN Project implementation; and
WHEREAS, 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
WHEREAS, 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(3)(b) 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; and
WHEREAS, 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 undertake responsibility for the ownership, operations,
maintenance, management and on-going upgrading/replacing of the PSERN system during its
useful life; and
WHEREAS, the PSERN Joint Board, created by the Implementation Period ILA, approved
the PSERN Operator ILA by unanimous vote; and
WHEREAS, pursuant to the PSERN Operator ILA, the cities of Renton, Auburn, Federal
Way, Kent, and Tukwila will share a single vote on the PSERN Operator Board of Directors and to
facilitate such vote sharing have negotiated a memorandum of understanding to designate how
such shared voting authority will be overseen;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DO
RESOLVE AS FOLLOWS:
AGENDA ITEM #2. a)
RESOLUTION NO. ________
3
SECTION I. The Mayor and City Clerk are hereby authorized to sign all documents
necessary to enact the Puget Sound Emergency Radio Network Operator Interlocal Cooperation
Agreement in substantially the same form as Exhibit “A” to this resolution, with King County and
the cities of Auburn, Bellevue, Federal Way, Issaquah, Kent, Kirkland, Mercer Island, Redmond,
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, including signing a
memorandum of understanding in substantially the same form as Exhibit “B” to this resolution.
PASSED BY THE CITY COUNCIL this ______ day of _____________________, 2020.
______________________________
Jason A. Seth, City Clerk
APPROVED BY THE MAYOR this ______ day of _____________________, 2020.
______________________________
Armondo Pavone, Mayor
Approved as to form:
______________________________
Shane Moloney, City Attorney
RES.1844:4/21/2020
AGENDA ITEM #2. a)
RESOLUTION NO. ________
4
EXHIBIT “A”
Puget Sound Emergency Radio Network Operator
Interlocal Cooperation Agreement
AGENDA ITEM #2. a)
Page 1
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
covenants contained herein and other valuable consideration, the sufficiency of which is
hereby acknowledged, the Parties agree to the above Recitals and the following:
AGENDA ITEM #2. a)
Page 2
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.
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
AGENDA ITEM #2. a)
Page 3
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.
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.
AGENDA ITEM #2. a)
Page 4
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(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.
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.
AGENDA ITEM #2. a)
Page 5
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)(a). 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. 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
AGENDA ITEM #2. a)
Page 6
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
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
AGENDA ITEM #2. a)
Page 7
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
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.
AGENDA ITEM #2. a)
Page 8
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. 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;
AGENDA ITEM #2. a)
Page 9
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
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;
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;
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;
u. Sue and be sued, complain and defend, in all courts of competent jurisdiction;
v. Hold licenses for radio frequencies;
AGENDA ITEM #2. a)
Page 10
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 15.13;
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 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
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.
AGENDA ITEM #2. a)
Page 11
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
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:
AGENDA ITEM #2. a)
Page 12
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;
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
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. 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
AGENDA ITEM #2. a)
Page 13
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
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
AGENDA ITEM #2. a)
Page 14
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.
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
AGENDA ITEM #2. a)
Page 15
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 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
AGENDA ITEM #2. a)
Page 16
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 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.
11.2 Removal of a Board Member.
AGENDA ITEM #2. a)
Page 17
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
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.
AGENDA ITEM #2. a)
Page 18
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.
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.
AGENDA ITEM #2. a)
Page 19
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 (“HIPAA”) 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.
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
AGENDA ITEM #2. a)
Page 20
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.
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
AGENDA ITEM #2. a)
Page 21
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.
15.15.2 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.
AGENDA ITEM #2. a)
Page 22
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.
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
AGENDA ITEM #2. a)
Page 23
________________________________ ________________________________
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest:
________________________________ ________________________________
City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
Deputy Prosecuting Attorney City Attorney
CITY OF BELLEVUE CITY OF FEDERAL WAY
________________________________ ________________________________
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest: Attest:
________________________________ ________________________________
City Clerk City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
City Attorney City Attorney
CITY OF ISSAQUAH CITY OF KENT
________________________________ ________________________________
AGENDA ITEM #2. a)
Page 24
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest: Attest:
________________________________ ________________________________
City Clerk City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
City Attorney City Attorney
CITY OF KIRKLAND CITY OF MERCER ISLAND
________________________________ ________________________________
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest: Attest:
________________________________ ________________________________
City Clerk City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
City Attorney City Attorney
CITY OF REDMOND CITY OF RENTON
AGENDA ITEM #2. a)
Page 25
________________________________ ________________________________
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest: Attest:
________________________________ ________________________________
City Clerk City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
City Attorney City Attorney
CITY OF SEATTLE CITY OF TUKWILA
________________________________ ________________________________
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest:
________________________________
City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
City Attorney City Attorney
AGENDA ITEM #2. a)
Page 26
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 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 equipment] / PSERN System annual operating budget
x 100.
Y = [17% of employee-related costs in the PSERN System annual operating budget +
annual vendor costs for console-related equipment] / PSERN System annual operating
budget x 100.
Public Safety and Other Radio Rates
X% of the PSERN System annual operating budget will be paid with public safety radio rates
and other radio rates combined.
The other radio rate shall be 78% of the public safety radio rate.
X% of PSERN System annual operating budget = [12 x the monthly public safety radio rate
x the number of public safety radios] + [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.
AGENDA ITEM #2. a)
Page 27
Exhibit B
Polygon Coverage Areas with Added Signal
AGENDA ITEM #2. a)
RESOLUTION NO. ________
5
EXHIBIT “B”
Memorandum of Understanding Between the Cities
of Auburn, Federal Way, Kent, Renton, and Tukwila
Designating Oversight of Shared Voting Authority on
PSERN Operator Board of Directors
AGENDA ITEM #2. a)
1
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 (“Implementation Period ILA”) 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
Implementation Period ILA. 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 Implementation Period ILA contemplates creation of a new separate
governmental agency under RCW 39.34.030(3)(b) that is organized through an interlocal
agreement as a non-profit corporation under the Interlocal Cooperation Act (Operator
ILA). Once formed, this agency will assume the ownership and control of PSERN during
its useful life. Just as with the Implementation Period ILA, 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 ILA, 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, Federal Way, 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.
AGENDA ITEM #2. a)
2
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 ILA. To be eligible to represent the
Valley Com member cities, the selected representative must be a mayor from one of the
member cities. It is understood, but not required, that the Valley Com Executive Director
may act as the representative’s designee on a full-time or an occasional basis, or the
representative may select any other alternate or designee when needed, as provided in
the Operator ILA.
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 ILA, 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 Interlocal Cooperation Act
AGENDA ITEM #2. a)
3
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.
IN WITNESS, the authorized representatives of the Valley Com member cities have
signed their names and indicated the date of signing in the spaces provided below.
CITY OF AUBURN 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 KENT CITY OF RENTON
________________________________ ________________________________
Name ___________________________ Name ___________________________
Title ____________________________ Title ____________________________
Date ____________________________ Date ____________________________
Attest: Attest:
________________________________ ________________________________
AGENDA ITEM #2. a)
4
City Clerk City Clerk
Approved as to Form: Approved as to Form:
________________________________ ________________________________
City Attorney City Attorney
CITY OF TUKWILA
________________________________
Name ___________________________
Title ____________________________
Date ____________________________
Attest:
________________________________
City Clerk
Approved as to Form:
________________________________
City Attorney
AGENDA ITEM #2. a)