HomeMy WebLinkAbout0222 - Snohomish County - Agreement - Emergency Radio Systems."-~
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SNOHOMISH COUNTY
EMERGENCY RADIO SYSTEM (ERS)
INTERLOCAL COOPERATION AGREEMENT
ARTICLE I
I.I
1.2
I.3
1.4
ARTICLE 2
ARTICLE 3
3.1
3.2
3.3
3.4
3.5
ARTICLE 4
4.1
4.2
4.3
4.4
ARTICLES
5.1
5.2
5.3
5.4
ARTICLE 6
6.1
6.2
TABLE OF CONTENTS
RECITALS 1
Public Interest I
New Entity -ERS 1
Capital Costs 2
Operation and Maintenance 2
DEFINITIONS .2
FORMATION,PURPOSE AND POWERS 5
Formation .5
Incorporation 5
Purpose 6
Powers 6
System Assets 7
TERM AND TERMINATION OF AGREEMENT 7
Term 7
Renewal 8
Termination -Supermajority Vote 8
Assets ~Distribution 8
WITHDRAWAL OF MEMBERS 8
Notice 8
Payments Prior to Withdrawal 9
Obligations Upon Withdrawal 9
Rights Upon Withdrawal 9
TERMINATION OF MEMBERS .1 I
Notice 1I
Obligations and Rights Upon Termination 1I
ARTICLE 7 ADDITION OF MEMBERS I1
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ARTICLE 8 GOVERNING BOARD OF DIRECTORS 12
8.1 Governing Board - Membership 12
8.2 Voting 12
8.3 Powers 13
804 Meetings 13
8.5 ERS Insurance 13
8.6 Officers 14
8.7 System Manager.14
8.8 Budget 14
8.9 Project Oversight 15
8.10 Governing Board Actions 15
ARTICLE 9 TECHNICAL COMMITTEE 16
9.1 Technical Committee - Membership 16
9.2 System Design 16
9.3 Operation and Maintenance Standards 17
9.4 Contracting 18
9.5 Authority Reserved 18
ARTICLE 10 FINANCES 18
10.1 Cost Allocation Model 18
10.2 Formation Costs 18
10.3 Phase I Financing 19
1004 Phase II Financing 19
10.5 Annexation 19
10.6 Limited Obligation 20
10.7 Record Maintenance 20
10.8 County Services 20
10.9 Integration 21
10.10 ERS Expenses 21
10.11 Reserves 21
ARTICLE 11 MEMBER AND USER OBLIGATIONS ,22
11.1 System Use 22
11.2 Priority Access 22
11.3 User Access 22
1104 User Dispute Resolution 24
11.5 Records 24
11.6 Equipment.24
11.7 Reports 25
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ARTICLE 12 DISPUTE RESOLUTION,BREACH AND REMEDIES 25
12.1 Complaint .25
12.2 Procedures .25
12.3 Mediation .25
12.4 Review Panel .25
12.5 Binding Arbitration .26
12.6 Limited Review .26
12.7 Settlement 26
12.8 Governing Board Jurisdiction Retained 26
12.9 Interim Relief .26
12.10 Costs .26
ARTICLE 13 FREQUENCIES 27
ARTICLE 14 HOLD HARMLESS AND INDEMNIFICATION 27
14.1 Indemnification .27
14.2 Costs 27
14.3 Corporate Liability .27
ARTICLE 15 DISPATCH CENTERS .28
15.1 ERS -Dispatch Center Relationship 28
15.2 Dispatch Centers 28
ARTICLE 16 RIGHTS AND OBLIGATIONS RESERVED .28
ARTICLE 17 IMPASSE RESOLUTION 29
17.1 System Implementation 29
17.2 System Modification .29
17.3 Rules and Procedures .29
17.4 Impasse Resolution 29
ARTICLE 18 AMENDMENTS 29
ARTICLE 19 GENERAL TERMS 30
19.1 Agreement Complete .30
19.2 Time of Essence .30
19.3 Survivability .30
19.4 Waiver .30
19.5 Subsequent Breach .30
19.6 Rights Reserved .30
19.7 Notice 30
19.8 Partial Invalidity 31
19.9 Assignment .31
ARTICLE 20 RECORDING 31
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ARTICLE21 EXECUTION .31
21.1 Multiple Counterparts .31
21.2 Authority .31
21.3 Effective Date 31
IV
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SNOHOMISH COUNTY
EMERGENCY RADIO SYSTEM (ERS)
INTERLOCAL COOPERATION AGREEMENT
This Interlocal Cooperation Agreement is entered into by the Cities of Brier,Edmonds,
Everett,Lynnwood,Marysville,Mill Creek,Mountlake Terrace,Mukilteo and Woodway,
Snohomish County,and the interlocal associations ofSNOPAC and SNOCOM.
In consideration of the mutual promises,benefits and covenants contained herein, the
parties hereto agree as follows:
ARTICLE I
RECITALS
1.1 Public Interest. The parties agree that it IS III the public interest to design,
develop, finance, acquire,install,operate, maintain and repair and replace as necessary a
uniformly high-quality,public safety communications service for public safety and other
agencies on a county-wide basis within Snohomish County. The system shall be integrated with
neighboring county systems, and shall have the flexibility to be expanded in phases throughout
Snohomish County.
1.2 New Entity - ERS. The parties agree that it is in the public interest to form a new
entity, the Snohomish County Emergency Radio System ("ERS"),and execute this Agreement
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defining the powers and obligations of ERS in order to achieve these objectives,and to provide
for oversight and management ofthe system.
1.3 Capital Costs.It is the intent of the parties that the Cities of Brier, Edmonds,
Everett, Lynnwood,Marysville,Mill Creek,Mountlake Terrace,Mukilteo and Woodway and
Snohomish County shall pay the capital costs of the emergency radio communication system,
including reasonable formation costs thereof.
1.4 Operation and Maintenance. Members and Users shall pay for the operation and
maintenance ofthe System through assessments levied by the Dispatch Centers.
ARTICLE 2
DEFINITIONS
2.1 Agreement means this Interlocal Cooperation Agreement.
2.2 Capital Record means the record established pursuant to Section 3.5.
2.3 Cost Allocation Model means the model attached to this Agreement as Exhibit B
and by this reference incorporated herein, by which each Member's share of financial obligations
and voting weight is determined from time to time. The 1999 cost allocation is attached to this
Agreement as Exhibit C and by this reference incorporated herein.
2.4 Cities means the Cities of Brier, Edmonds, Everett,Lynnwood,Marysville,Mill
Creek,Mountlake Terrace, Mukilteo and Woodway.
2.5 County means Snohomish County.
2.6 Complaint means the definition given that term in Section 12.1.
2.7 Director means a member of the Governing Board.
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2.8 Dispatch Center means a communication dispatch center established and operated
by representatives of one or more Members.
2.9 ERS means Emergency Radio System, the entity created by this Agreement.
2.10 Governing Board means the Governing Board of Directors of ERS, a board
established pursuant to this Agreement.
2.1I Majority Vote means a decision of the Governing Board by a simple majority of
Directors present and voting.
2.12 Members means, initially, the Cities and the County, and from time to time
includes entities that are permitted to join ERS as Members and excludes entities that withdraw
from ERS as Members.
2.13 Microwave Path means channel capacity on one or more microwave links
established in the System to provide redundant access from Repeater Sites and the Dispatch
Centers to the Network Controller Equipment.
2.14 Network Controller or Network Controller Equipment means both the active zone
controller and audio switch and,if such exists in the approved design, the redundant backup zone
controller and audio switch, and related equipment.
2.15 Phase means each phase of the System's development,as described in Exhibit A.
"Phase II"includes any Phase subsequent to Phase I.
2.16 Project means all authorized costs and activities relating to the design,
development,acquisition and installation of the System."Project"also includes authorized costs
and activities relating to the design, development, acquisition and installation of equipment that
interfaces with the System.
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2.17 Project Expenditures means the cost of Phase I of the System,as set forth in
Exhibit D to this Agreement and by this reference incorporated herein.
2.18 Repeater means a radio transmitter (base station)which is part of the System and
which is capable of receiving transmissions from Subscriber Units and re-transmitting the signal
over a wide area to other Subscriber Units.
2.19 Repeater Site means locations defmed in the System design that will operate one
or more Repeaters or a group of simulcast Repeaters that are part of the System.
2.20 SNOCOM means the Southwest Snohomish County Public Safety
Communications Agency, an interlocal association of Snohomish County municipalities and
special purpose districts.
2.21 SNOPAC means the Snohomish County Police Staff and Auxiliary Services
Center, an interloca1 association of Snohomish County municipalities and special purpose
districts.
2.22 Subscriber Unit means a mobile (vehicular),portable (handheld)or control station
(desktop)radio which has been authorized and programmed to operate on the System.
2.23 Supermajority Vote means a decision of the Governing Board approved by
Directors representing at least (a) 70%of all Members and (b)66.6%of all Members by weight,
with the weight of each Member's vote based on the Cost Allocation Model.
2.24 System means a system to provide for voice, data, and other methods of
communication consisting of: (a) an 800 MHz trunked radio communication system with
compatible mobile,portable and control station radios; (b) a VHF paging system;(c) VHF
interoperability systems;(d) a 900 MHz mobile data system; (e) a microwave transmission
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network;(f)network controllers;(g)other related real property,vehicles,equipment and
appurtenances;and (h)associated administrative expenses.The description of the System is
attached to this Agreement as Exhibit A and by this reference incorporated herein.
2.25 Talk Group means a software-controlled identification system that allows a
trunked radio system to provide Repeater access to groups of Subscriber Units. A Talk Group is
essentially equal to a single channel in a conventional radio system.
2.26 Technical Committee means the committee of that name appointed by the
Governing Board.
2.27 User means an entity other than a Member using the System pursuant to a contract
with a Dispatch Center.
2.28 Weighted Vote means a decision of the Governing Board approved by Directors
representing at least (a)30%of all Members and (b) 60%of all Members by weight,with the
weight of each Member's vote based on the Cost Allocation Model.
ARTICLE 3
FORMATION,PURPOSE AND POWERS
3.1 Formation.The Cities and the County hereby create ERS,the Emergency Radio
System.
3.2 Incorporation.
3.2.1 The Members shall incorporate ERS as a public nonprofit corporation and
instrumentality of its Members pursuant to Chapter 24.06 RCW and as a tax-exempt organization
pursuant to Section 501(c)(3)of the Internal Revenue Code of 1986, as amended.The Members
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may reorganize the form of ERS in such other manner as may be permitted by law by
amendment of this Agreement in accordance with Article 18.
3.2.2 The Articles of Incorporation attached to this Agreement as Exhibit E and
by this reference incorporated herein shall be executed at the time of execution of this
Agreement by the Members,who shall serve as the incorporators.
3.3 Purpose.The purposes of ERS shall be to design,develop,finance,acquire,
install,operate,maintain and repair and replace as necessary the System.
3.4 Powers.In furtherance of its purposes,ERS shall have the power:
(a) to acquire,construct,receive,own,manage,lease and sell real
property,personal property and intangible property;
(b) to operate and maintain the System and facilities;
(c) to enter into contracts with public and private entities;
(d) to employ and terminate personnel,with or without cause,and
contract for personnel and services with public and private entities;
(e) to sue and be sued;
(f) to exercise the power of eminent domain (through its Members,
unless and until ERS has such power under applicable law);
(g) to establish and collect rates, fees,charges and assessments in
accordance with the Cost Allocation Model;provided,that rates, fees,charges and assessments
and manner of payment within areas financed solely by the County in Phase II shall be
established by the County;
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(h) to establish policies,guidelines or regulations to carry out its
powers and responsibilities;and
(i) to exercise all other powers that are within the statutory authority
of and may be exercised by its Members with respect to emergency radio communications.
3.5 System Assets. System assets shall be held in the name of ERS. ERS may
acquire, construct, receive, own, manage, lease or sell System assets and other assets. The
Governing Board shall maintain a Capital Record that reflects each Member's cumulative
payment of capital costs. A Member may transfer to ERS its title to, or operational control of,
emergency radio communication assets. ERS may control and manage both the assets it owns
and the assets that are owned by Members that have trahsferred control of those assets to ERS.
This Agreement does not vest in ERS any authority with respect to Members'other facilities or
assets. Members shall be deemed to have an ownership interest in any assets owned by ERS,
whether those assets have been developed by,purchased by, or transferred to ERS. Such interest
shall be exercisable only pursuant to Section 4.4 or 5.4. The fact that title to an asset has been
transferred to ERS by a Member shall create no special rights of that Member with respect to that
asset.
ARTICLE 4
TERM AND TERMINATION OF AGREEMENT
4.1 Term. This Agreement shall be effective,as set forth in Section 21.3, when
executed by all the Cities, the County and the Dispatch Centers. This Agreement shall continue
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in effect for twenty-five years unless earlier terminated in accordance with the provisions of this
Agreement.
4.2 Renewal. This Agreement shall be automatically renewed for successive terms of
five years unless earlier terminated in accordance with the provisions of this Agreement.
4.3 Termination -Supermajority Vote. This Agreement shall terminate effective
upon any date specified by Supermajority Vote.
4.4 Assets -Distribution. Upon termination of this Agreement,the Governing Board
shall establish a procedure for realizing the fair market value of ERS assets, which may include
offering assets for sale to Members or Users. The proceeds of ERS assets shall be distributed to
Members according to their share of ownership as determined by the Capital Record at the time
of termination; provided that: (a) a Member shall have the right of first refusal to purchase from
ERS at fair market value any ERS assets acquired in Phase I located within the Member's
jurisdiction;and (b) ERS assets acquired in Phase II and paid for entirely by the County upon
County request shall be distributed to the County.
ARTICLE 5
WITHDRAWAL OF MEMBERS
5.1 Notice. Any Member may voluntarily withdraw from ERS effective
December 31 of any year by providing at least three years' written notice to the Governing Board
containing evidence of approval of such action by the Member's legislative authority.
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5.2 Payments Prior to Withdrawal.Members shall be responsible for paying the
following rates, fees,charges and assessments imposed by ERS after notice of withdrawal has
been given but before withdrawal has become effective:
(a)System operation and maintenance costs;
(b) capital costs for System assets placed in service before withdrawal
has become effective;and
(c)reserves allocable to System assets placed III service before
withdrawal has become effective.
5.3 Obligations Upon Withdrawal.A withdrawing Member shall relinquish all
System equipment which the Governing Board determines is necessary to maintain the System at
an effective level of service that all remaining Members enjoyed prior to the withdrawal,
provided that ERS assets acquired in Phase II and paid for entirely by the County upon County
request shall be distributed to the County.
5.4 Rights Upon Withdrawal.A withdrawing Member shall be entitled to have that
Member's interest in ERS assets equitably determined as set forth in this Section.
5.4.1 Process.The Members shall use reasonable efforts to determine the value
of and method of payment for a withdrawing Member's interest in ERS assets.If after such
reasonable efforts,the value of and payment for a withdrawing Member's interest in ERS assets
has not been determined,the issue may be treated as a Complaint under Article 12,including
Binding Arbitration under Section 12.5.
5.4.2 Equitable Factors.In determining the value of and method of payment for
a withdrawing Member's interest in ERS assets,equitable factors,including without limitation
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the following,shall be considered.The Members acknowledge that the results of this process
and application of such equitable factors may result in the realization of less than fair value for a
Member's interest in ERS assets.
(a) The continuing,effective operation of the System;
(b) The withdrawing Member's interest in ERS assets based on the
Capital Record,including payments made prior to withdrawal under Section 5.2 and amounts
paid by the withdrawing Member and held in reserves under Section 10.11;
(c)Amounts owed to the System by the withdrawing Member;
(d) To the extent radio frequencies licensed to ERS may be available
for use other than for the System,and such frequencies are not necessary for the continuing,
effective operation of the System,transfer of such frequencies to the withdrawing Member may
be considered;
(e) The impact on the budgets of remaining Members and the ability
of remaining Members to provide services to the public;and
(f) The value of the System.
5.4.3 Radios.Radios purchased by the withdrawing Member shall be retained
by the withdrawing Member.
5.4.4 Other.
(a)Where practicable,and subject to Section 5.4.2(a),the withdrawing
Member may be provided access to System facilities upon the payment to ERS of the reasonable
cost of access to and use of ERS facilities; and
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(b) A withdrawing Member may become a User, subject to all
obligations imposed by a Dispatch Center upon a User.
ARTICLE 6
TERMINATION OF MEMBERS
6.1 Notice. A Member may be terminated effective December 31 of any year upon
the Governing Board's written determination approved by Supermajority Vote at least 180 days
in advance that the Member has not complied with ERS policies,guidelines or regulations,
including without limitation Federal Communication Commission rules and regulations.
6.2 Obligations and Rights Upon Termination.Following termination,a Member that
has been terminated shall be subject to the same obligations and entitled to the same rights as a
withdrawing Member under Sections 5.2 through 5.4.
ARTICLE?
ADDITION OF MEMBERS
The Cities and the County constitute the original Members ofERS.Additional Members
may be added by Supermajority Vote. The Governing Board in its sole discretion shall
determine the appropriate payment required of additional Members. Such required payment may
take into account past investment and formation costs. The Governing Board shall not approve
the addition of any Member within the area financed solely by the County without the County's
prior written approval.
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ARTICLE 8
GOVERNING BOARD OF DIRECTORS
8.1 Governing Board -Membership.A Governing Board of Directors shall govern
ERS and shall have the powers and obligations set forth in this Agreement.The Governing
Board shall consist of ten (l0)Directors, one (l)Director to be appointed by each Member.
8.!.1 The Governing Board shall continue to consist of ten Directors until
amendment of this Agreement.
8.!.2 Each Member may designate alternate representatives to the Governing
Board.
8.2 Voting.
8.2.1 Unless otherwise provided in this Agreement,decisions of the Governing
Board shall be made by Majority Vote; however, any Director may require that any decision of
the Governing Board be made by Weighted Vote. In that event, the decision made by Weighted
Vote shall prevail notwithstanding the result of the Majority Vote. No Weighted Vote or
Supermajority Vote may be taken unless reasonable notice of the Weighted Vote or
Supermajority Vote has been given to all Directors and Members.
8.2.2 The following actions shall require approval by Supermajority Vote:
(a)addition of any Member;
(b)addition of any Dispatch Center to the System;
(c) approval of the System design;
(d) Project Expenditures in excess ofthe total set forth in Exhibit D;
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(e)adoption of the annual budget if the increase from the prior year's
budget exceeds 10%;
(f)amendments to this Agreement,including modifications to the
makeup of the Governing Board or manner of appointments to the Governing Board;
(g)amendments to the Articles ofIncorporation;
(h)adoption of or amendment to any bylaws;
(i)termination of any Member;
(j)termination of this Agreement;and
(k)corporate dissolution.
8.2.3 For Majority Votes,only those Directors present and voting shall be
counted.No proxies are permitted.A quorum shall consist of a majority of Directors.
8.2.4 For Weighted Votes and Supermajority Votes,each Member shall have
the right to be represented either by a Director who directly represents that Member or by the
grant of that Member's proxy in writing to a Director who may also represent that Member.
8.3 Powers.The Governing Board shall have the power to take all actions on behalf
ofERS.
8.4 Meetings.The Governing Board shall meet as necessary,but at a minimum on a
quarterly basis.
8.5 ERS Insurance.The Governing Board shall procure insurance including without
limitation general liability,officers and public officials errors and omissions,property,casualty
and fire.The Governing Board may authorize contracts with insurance and/or risk pools,or
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other agencies to provide the insurance coverages deemed by the Governing Board to be
reasonable and appropriate for ERS.
8.6 Officers. The officers of ERS shall be a President, a Vice-President,a Secretary
and a Treasurer. The President shall serve as chair of the Governing Board and shall perform
such other duties as may be determined by the Governing Board. The Vice-President shall
perform the duties of the President in the President's absence and shall perform such other duties
as may be determined by the Governing Board. The Secretary and Treasurer shall be responsible
for the books and records of ERS and shall perform such other duties as may be determined by
the Governing Board.Additional officers may be approved by the Governing Board. Two or
more offices may be held by the same person, except for the offices of President and Secretary.
8.7 System Manager. The Governing Board may appoint a System Manager of ERS
and establish such other positions as it may deem advisable. The Governing Board may also
provide that administrative,technical or professional services be performed by contract.
8.8 Budget. The Governing Board shall approve an annual budget determining the
revenues and expenditures of ERS by July 1 of the calendar year prior to that in which that
budget will be in effect. The Governing Board may amend the budget.If approved by the
County, the Governing Board may establish an operating fund to be administered by the County
from which all Governing Board costs and obligations may be paid. All ERS books and records
shall be open to inspection by any Member and the Washington State Auditor.
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8.9 Project Oversight.The Governing Board shall oversee Project implementation,
and shall coordinate with and ensure accountability of Members in their continuing operation of
the System following full implementation ofthe Project.
8.10 Governing Board Actions.The Governing Board shall:
(a)approve the System design and modifications to the System
design;
(b)approve System operation and maintenance standards;
(c)approve the Project implementation schedule;
(d)receive and review quarterly reports on Project implementation
progress and modifications to the Project implementation schedule;
(e)approve the recalculation of the Cost Allocation Model;
(f)establish appropriate financial policies for ERS;
(g)maintain books and records for ERS in accordance with applicable
generally accepted accounting principles;
(h)approve repair and/or replacement of System equipment;
(i)allocate the cost of repair and/or replacement through the Dispatch
Centers,provided that allocation of such costs to Members shall be in accordance with the Cost
Allocation Model;
G)establish procedures for the operations and meetings of the
Governing Board;
(k)appoint such committees as it deems appropriate;and
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(1)manage the dispute resolution process and investigate any
allegation of breach of this Agreement.
ARTICLE 9
TECHNICAL COMMITTEE
9.1 Technical Committee - Membership. The Governing Board shall appoint a
Technical Committee, which shall consist of such committee members as may be determined in
writing by the Governing Board. The Technical Committee shall have only such authority as
determined in writing by the Governing Board.If so requested by the Governing Board, the
System Manager and Dispatch Centers shall provide technical support to the Technical
Committee.
9.2 System Design. The Governing Board shall approve the System design by
Supermajority Vote. The Technical Committee shall submit to the Governing Board
recommendations regarding System design. The System design at a minimum shall include:
(a) performance standards;
(b) a Project implementation schedule;
(c) the identification of Repeater Sites and their mobile and portable
coverage areas;
(d) the identification of the capacity, functioning and location of the
Network Controller Equipment; and
(e) the identification of Microwave Paths used to link Repeater Sites
and Communications Centers to the Network Controller Equipment.
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9.2.1 The System design shall assure access to the System in the following
access priority order:
Priority 1:public safety (police, fire and emergency medical services)Users;
Users able to interact with control stations in public school districts and public hospitals within
the County;and other public agencies served by compatible radio communication systems as of
the effective date of this Agreement;
Priority 2:other public agencies with emergency response duties;and
Priority 3:other entities, as determined by the Governing Board.
Access to the System shall be reserved for Members,consistent with the priorities herein,and
made available to Users only upon Governing Board approval and finding of available capacity.
9.2.2 The Technical Committee may submit to the Governing Board for its
approval by Supermajority Vote recommendations regarding modifications to the System design.
9.3 Operation and Maintenance Standards.The Governing Board shall adopt
operation and maintenance standards for the System.The Technical Committee shall submit to
the Governing Board recommendations regarding operation and maintenance standards.
Operation and maintenance standards at a minimum shall include:
(a)minimum technical standards for System equipment and
Subscriber Units;
(b)protocols for the modification of Talk Group assignments and their
usage and radio programming;
(c)procedures for installation of System equipment;
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(d)minimum periodic maintenance standards for System equipment;
and
(e)problem reporting and resolution practices for System equipment.
9.4 Contracting.The Governing Board may delegate authority to the Technical
Committee to authorize contracts if the Governing Board first establishes policies in writing that
at a minimum provide for a maximum dollar amount and term of such contracts.
9.5 Authority Reserved.Nothing in this Agreement shall limit the Governing Board's
authority to review,modify or reverse actions taken by the Technical Committee.
ARTICLE 10
FINANCES
10.1 Cost Allocation Model. The Cost Allocation Model shall be used to determine
each Member's share of financial obligations and voting weight from time to time. The
Governing Board shall cause the Cost Allocation Model to be recalculated annually to reflect
population,area and calls for service from January 1 through December 31 of each year. The
Cost Allocation Model may be modified only by amendment of this Agreement in accordance
with Article 18.
10.2 Formation Costs.Reasonable formation costs incurred by Members and Dispatch
Centers in forming ERS shall be allocated to Members in accordance with the Cost Allocation
Model, and shall include without limitation staffing costs paid from the Emergency Services
Communication System Fund administered by the Snohomish County Enhanced Emergency
Services Communication Board (Enhanced 911 Board), legal costs and costs incurred pursuant
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to the Memorandum of Understanding dated February 14, 1997, among the Cities of Everett and
Marysville,SNOPAC and SNOCOM.
10.3 Phase I Financing.
10.3.1 The financing of System assets in Phase I shall be by cash payment by
each Member or, upon approval by the County, by County financing.County financing on
behalf of Members shall be subject to repayment pursuant to separate agreements.The County
shall have no obligation to provide such financing for any Member unless and until a separate
agreement providing for such financing is in effect with that Member.
10.3.2 Access to the System in Phase I, other than by Members,shall be by
written agreement with Dispatch Centers. Any payment by a User of capital costs shall be
calculated and allocated as set forth in Exhibit B.No payment by a User of capital costs shall
entitle that User to any ownership of ERS assets. Any dispute over any allocation of a User
payment for access to Phase I shall be treated as a Complaint.
10.3.3 Unless approved by Supermajority Vote,Project Expenditures shall not
exceed the total set forth in Exhibit D.
10.4 Phase II Financing.The financing of System assets in Phase II shall be by County
financing;provided that such financing may be deferred or terminated at the sole discretion of
the County. The County shall determine the appropriate payment for Phase II capital costs
required of each User pursuant to separate interlocal agreements.The Governing Board shall not
allow any User access to the System in Phase II without prior County approval.
10.5 Annexation.If a Member or User city annexes territory during the term of this
Agreement, unless otherwise agreed by that city and the County, the city shall assume and pay to
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the County an equitable allocation of System capital costs incurred by the County.If the
annexing city is a Member,any such payment shall be reflected for the Member and the County
in the Capital Record. The failure of the annexing city and the County to reach any such
agreement may be treated as a Complaint.
10.6 Limited Obligation.The Members assume no obligation to provide financial
support in the future for the Project or the System except as specifically set forth in this
Agreement or in the separate financing and User agreements hereafter entered into between the
County and Members or Users.
10.7 Record Maintenance.Each Member and Dispatch Center agrees to establish and
maintain accounts and records in accordance with applicable generally accepted accounting
principles as may be deemed necessary by the Governing Board to ensure proper accounting for
its Project costs and compliance with this Agreement.
.10.8 County Services.If approved by the County,the County shall act as ERS's agent
to procure System assets. Such procurement shall be:
(a)consistent with the approved System design;
(b)subject to Governing Board review;
(c)subject to the record-keeping,audit and reporting requirements of
this Agreement;and
(d) in accordance with applicable Connty procurement statutes and
regulations.
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10.9 Integration. The Dispatch Centers shall act as ERS's agent to integrate the
System into Member and User operations in accordance with approved standards of operation
and maintenance.
10.10 ERS Expenses. System expenses, including operation and maintenance and
reimbursement of County administrative costs, shall be identified in the ERS annual budget. By
July I of each year, the Governing Board shall cause the allocable share of expenses to be billed
to the Members through the Dispatch Centers in accordance with the Cost Allocation Model.
The Dispatch Centers shall include such expenses in their following year's budget and pay ERS
on a schedule approved by the Governing Board.
10.11 Reserves. ERS shall annually collect reserves adequate to provide for the repair
and reasonable replacement of System equipment. Collection of reserves shall be included in the
annual budget pursuant to a repair and replacement formula established by the Governing Board,
provided that allocation of reserves collected from Members shall be in accordance with the Cost
Allocation Model."Reasonable replacement"of System equipment includes provision for (a)
the replacement of malfunctioning System equipment; (b)reasonable spare System equipment;
and (c)reasonable emergency System equipment. The Governing Board may establish a
schedule for replacing a substantial portion or the entirety of the System only by amendment of
this Agreement in accordance with Article 18.
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ARTICLE 11
MEMBER AND USER OBLIGATIONS
11.1 System Use. Each Member and User shall use the System exclusively for
approved System purposes and other Project purposes and in strict accordance with all applicable
federal law and regulations.Members and Users acknowledge participation in a non-profit,cost-
shared govermnent radio system for which they would be separately eligible.Members and
Users agree to abide by all Federal Cormnunication Cormnission rules and regulations
concerning the use of shared radio facilities.
11.2 Priority Access.Consistent with the approved System design, Members shall
have priority access to the System. Upon approval by the Governing Board,Dispatch Centers
may provide access by contract to Users in the following priority:
Priority 1: public safety (police, fire and emergency medical services)Users;
Users able to interact with control stations in public school districts and public hospitals within
the County; and other public agencies served by compatible radio communication systems as of
the effective date of this Agreement;
Priority 2: other public agencies with emergency response duties; and
Priority 3: other entities, as determined by the Governing Board.
11.3 User Access. ERS may provide access to Users through a written agreement
between a User and a Dispatch Center. Each such written agreement shall, at a minimum:
11.3.I Require Users to use, operate, and maintain equipment in a manner which
IS consistent with the approved System design and approved operation and maintenance
standards;
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11.3.2 Require Users to pay such rates, fees, charges and assessments as deemed
appropriate by the Governing Board for the System and its ongoing operations and maintenance;
provided, that rates, fees, charges and assessments and manner of payment within areas financed
solely by the County in Phase II shall be established by the County;
11.3.3 Include the following provision:"Access to the radio communications
system provided through this agreement is conditioned upon approval of the Emergency Radio
System ("ERS")and continued availability of radio system capacity in excess of that required to
maintain an acceptable level of service for the Members of the ERS.Additional Users may be
added to ERS at any time. The parties to this agreement acknowledge that the User being
provided access to the radio communications system by this agreement is being added subject to
service termination should a conflict arise concerning system capacity for Members or other
Users of ERS. Such termination may be with 180 days'written notice, in the absence of any
imminent threat to essential radio system services for Members or other Users of ERS; or, it may
be without notice,if the Governing Board of ERS determines that termination of service is
required to preserve essential radio system services to the Members or other Users of ERS or to
preserve performance standards.Users have limited recourse to the dispute resolution
procedures set forth in the ERS Agreement, a copy of which is delivered together with this
agreement. Users acknowledge participation in a non-profit,cost-shared government radio
system for which they would be separately eligible. Users agree to abide by all Federal
Communication rules and regulations concerning the use of shared radio facilities. Violations of
Federal Communication Commission rules and regulations may constitute grounds for
immediate termination of system access.";
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11.3.4 Include as an exhibit a copy of this Agreement;and
11.3.5 Include other provisions determined appropriate by the Governing Board.
11.4 User Dispute Resolution.Dispatch Centers may adopt reasonable dispute
resolution procedures for Users,which the Dispatch Centers may require to be exhausted prior to
recourse to the dispute resolution procedures set forth in Article 12.User recourse to the dispute
resolution procedures set forth in Article 12 shall be limited to complaints alleging that a
Dispatch Center is acting or has acted in a manner that is inconsistent with: the approved System
design; the approved System implementation schedule;the approved operation and maintenance
standards; this Agreement;or the written agreement between a Dispatch Center and a User
pertaining to System use. A User whose complaint has gone through binding arbitration as part
of the Dispatch Center's dispute resolution procedures shall not have recourse to the dispute
resolution procedures set forth in Article 12.
11.5 Records. All records,accounts and documents relating to matters covered by this
Agreement shall be subject to inspection,copying,review or audit by the Governing Board,and
each Member and Dispatch Center shall provide to the Governing Board,at all reasonable times,
right of access to its facilities for said purposes.The authority of the Governing Board to
inspect, copy,review or audit records shall be limited to inspection,copying,review or audit
directly related to evaluation of quarterly reports on Project implementation progress and
modifications to the Project implementation schedule, and to allegations of breach of this
Agreement.
11.6 Equipment.All equipment used in conjunction with the System shall be subject
to inspection,technical review or analysis by ERS.
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11.7 Reports. Each Dispatch Center shall provide the Governing Board with quarterly
reports on Project implementation progress and modifications to the Project implementation
schedule. Each Dispatch Center agrees to cooperate with the Governing Board in the evaluation
of Dispatch Center performance under this Agreement and to make available all information
reasonably required by the Governing Board's evaluation process.
ARTICLE 12
DISPUTE RESOLUTION,BREACH AND REMEDIES
12.1 Complaint.If a complaint, dispute or controversy ("Complaint")arises between
or among any of the Members,Dispatch Centers and ERS, or between ERS and a User, any
Director may refer the Complaint to the Governing Board. No Complaint may challenge a vote
of the Governing Board except on the grounds that the vote was taken in violation of this
Agreement or other applicable law. The recourse of Users to the dispute resolution procedures
set forth in this Article is limited as set forth in Section 11.4.
12.2 Procedures. The Governing Board shall establish appropriate dispute resolution
procedures within four months of the effective date of this Agreement.
12.3 Mediation. The parties to the Complaint and the Governing Board shall submit to
at least four hours of mediation with a mediator agreed upon by the parties to the Complaint and
the Governing Board. As part of the mediation,the Governing Board shall develop a proposed
remedy for the Complaint.
12.4 Review Panel. Complaints that remain unresolved by mediation shall be subject
to review by a Review Panel comprised of the chief executive officer of each of the Members, or
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equivalent, or a designee who shall be organizationally senior to the Member's representative to
the Governing Board.
12.5 Binding Arbitration.If the Review Panel fails or declines to propose a remedy, or
if a party to the Complaint contests a remedy proposed by the Review Panel, the dispute shall be
subject to binding arbitration by a single arbitrator in accordance with Chapter 7.04 RCW.
12.6 Limited Review. A party to.a complaint may appeal the arbitrator's decision only
through an internal appeal process established by the association providing the arbitrator.
12.7 Settlement.Arbitration proceedings may be terminated by execution of a written
settlement agreement by the parties to the Complaint.
12.8 Governing Board Jurisdiction Retained.Notwithstanding any other provision in
this Article, except as provided in Section 12.9 below, at any point in the dispute resolution
process, the Governing Board may adopt and impose an interim emergency remedy to ensure
maintenance of essential communications services until the Complaint is resolved.
12.9 Interim Relief. Nothing in this Agreement shall prohibit any party from seeking
injunctive relief for the preservation of property.
12.10 Costs. All costs incurred by a complaining Member or User arising out of the
dispute resolution process shall be borne by the complaining Member or User and shall not be
recoverable from ERS. Costs incurred by ERS in the dispute resolution process shall be
considered System operation and maintenance costs to be allocated to the Members and Users
through the Dispatch Centers in accordance with Section 10.10.
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ARTICLE 13
FREQUENCIES
The Members agree that all 800 MHz frequencies used in the System shall be licensed
exclusively in the name of ERS and used in accordance with the approved regional System
design.
ARTICLE 14
HOLD HARMLESS AND INDEMNIFICATION
14.1 Indemnification.Each Member and Dispatch Center shall defend,indemnify and
hold harmless the other Members,the Dispatch Centers, the Governing Board and the Technical
Committee for losses attributed to that Member or Dispatch Center's own comparative
negligence;provided,that except for acts or omissions that are dishonest,fraudulent,criminal or
malicious,any such loss resulting from the acts or omissions of any Member,Dispatch Center or
Director or Technical Committee member while acting within the scope of authority under this
Agreement shall be considered System operation and maintenance costs to be allocated to the
Members and Users through the Dispatch Centers in accordance with Section 10.10.
14.2 Costs. All costs,judgments,or awards of damages arising from the sole or
comparative negligence of ERS shall be allocated to the Members in accordance with the Cost
Allocation Model.
14.3 Corporate Liability.Upon the incorporation ofERS,Members shall not be liable
for the obligations ofERS.
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ARTICLE 15
DISPATCH CENTERS
15.1 ERS -Dispatch Center Relationship.This Agreement is intended,in part, to
provide Members the services identified herein through regional Dispatch Centers. The current
model of Dispatch Center organization functions well for the Members,and consolidating and
coordinating dispatch service facilitates the provision of this governmental service. However,
during the term of this Agreement, there may be revisions or changes to Dispatch Center
membership or more or fewer Dispatch Centers.
15.2 Dispatch Centers. The initial Dispatch Centers are those established and operated
by SNOCOM, SNOPAC and the City of Marysville. Dispatch Centers may withdraw from the
System upon two years'notice to the Governing Board.Additional Dispatch Centers may be
added to the System upon approval of the Governing Board by Supermajority Vote.
ARTICLE 16
RIGHTS AND OBLIGATIONS RESERVED
This Agreement reserves to each Member and shall not be construed in derogation of any
rights, powers,privileges,authority, liabilities,obligations and duties set forth in or provided by
any previous agreement executed by a Member relating in any way to the design,development,
acquisition,installation,operation,maintenance, repair or replacement of a radio communication
system or any part or component thereof or property right therein.
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ARTICLE 17
IMPASSE RESOLUTION
17.1 System Implementation.The Governing Board shall be declared at impasse in the
event that the Governing Board is not able to approve a System design within six months of the
effective date of this Agreement.
17.2 System Modification.The Governing Board shall be declared at impasse in the
event that the Governing Board is not able to reach agreement on a recommended System design
modification within three months ofthe submittal of such modification to the Governing Board.
17.3 Rules and Procedures. The Governing Board shall be declared at impasse if the
Governing Board is not able to reach agreement on administrative rules and procedures,
including dispute resolution procedures, within four months of the effective date of this
Agreement.
17.4 Impasse Resolution.In the event that the Governing Board IS at Impasse,
resolution ofthe impasse shall be treated in the same manner as a Complaint.
ARTICLE 18
AMENDMENTS
Any Member may request changes to this Agreement. This Agreement may be amended
only in writing approved by Supermajority Vote.
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ARTICLE 19
GENERAL TERMS
19.1 Agreement Complete.This Agreement is a complete expression of the terms
herein and any oral or written representations or understandings not incorporated herein are
excluded.
19.2 Time of Essence.Time is of the essence in the performance of the provisions of
this Agreement.
19.3 Survivability.Notwithstanding any provision in this Agreement to the contrary,
the provisions of Sections 4.4, 5.3, 5.4,6.2,14.1 and 14.2 shall remain operative and in full force
and effect,regardless of the withdrawal or termination of any Member or the termination of this
Agreement.
19.4 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 Member
claimed to have waived or consented.
19.5 Subsequent Breach. Waiver of any default 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 and shall not be construed to be a modification of
the terms ofthe Agreement unless stated to be such through written approval of all Members.
19.6 Rights Reserved.Except as specifically provided herein,each Member retains all
rights and claims that may exist now or in the future against another Member.
19.7 Notice.Any notice to the Governing Board shall be in writing and shall be
addressed to the President and to the System Manager. In the absence of a System Manager,
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ARTICLE 21
EXECUTION
This Agreement may be executed III multiple
notice shall be given to the managers of the Dispatch Centers. Any notice to a Director or
Member shall be sent,respectively,to the address specified by the Director or the chief executive
officer of the Member.
19.8 Partial Invalidity.If any of the provisions of this Agreement are held to be
invalid, illegal or unenforceable,the remaining provisions shall remain in full force and effect.
19.9 Assignment.No Member may sell,transfer or assign any of its rights or benefits
under this Agreement without Governing Board approval.
ARTICLE 20
RECORDING
This Agreement shall be recorded with the Snohomish County Auditor.
21.1 Multiple Counterparts.
counterparts.
21.2 Authority. The undersigned represent that this Agreement is duly authorized by
the respective County, Cities and Dispatch Centers set forth below.
21.3 Effective Date. All of the undersigned having executed this Agreement, this
Agreement is effective July 1, 1999.
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SNOHOMISH COUNTY
County Executive
CITY OF BRIER
Mayor
CITY OF EDMONDS
Mayor
CITY OF EVERETT
Mayor
ATTEST:
City Clerk
CITY OF LYNNWOOD
Mayor
50048760.19
,
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APPROVED AS TO FORM:
Snohomish County Prosecuting Attorney
APPROVED AS TO FORM:
Brier City Attorney
APPROVED AS TO FORM:
Edmonds City Attorney
APPROVED AS TO FORM:
Everett City Attorney
APPROVED AS TO FORM:
Lynnwood City Attorney
CITY OF MARYSVILLE
City Manager
CITY OF MILL CREEK
City Manager
CITY OF MOUNTLAKE TERRACE
City Manager
CITY OF MUKILTEO
City Manager
CITY OF WOODWAY
Mayor
SNOCOM
Executive Director
50048760.19
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APPROVED AS TO FORM:
Marysville City Attorney
APPROVED AS TO FORM:
Mill Creek City Attorney
APPROVED AS TO FORM:
Mountlake Terrace City Attorney
APPROVED AS TO FORM:
Mukilteo City Attorney
APPROVED AS TO FORM:
City Attorney
SNOPAC
Executive Director
EXHIBIT A
SYSTEM DESCRIPTION
A.I Introduction.
The Emergency Radio System (the "System")will provide a significantly improved level
of communications capability when compared to existing radio systems.The System will
provide effective and coordinated public safety communications on a day-to-day basis,provide
significant operational enhancements,increase user safety,and provide an increased level of
interoperability and coordination among the four dispatch centers in Snohomish County (three
city/county dispatch centers and one WSP dispatch center).The System will be developed in a
manner that maximizes the price advantages realized in large-scale and long-term purchasing
agreements.It is expected to demonstrate the wisest possible use of taxpayer dollars when
compared to other communications systems,and to realize the benefits of improved public safety
communications for all county residents.
A.2.System Elements.
The System will consist of the following tangible elements:(a) a county-wide 800 MHz
trunked radio system with compatible mobile,portable,and control station radios;(b)a county-
wide VHF paging system;(c)county-wide VHF radio interoperability systems (including
enhancements to existing VHF infrastructure in the Phase II service area to improve back
country and search and rescue operations);(d) an upgraded county-wide 900 MHz mobile data
system;(e) a county-wide microwave transmission network to link system facilities;and (f)
related real property,vehicles,equipment,and appurtenances.
A.3.System Design Features.
The System will be designed to provide the full range of available radio system features
and to improve upon the overall area coverage offered by existing radio systems.The System
will be designed to maximize performance and to eliminate or minimize radio system
redundancies.The System will be designed on a county-wide basis and will function with equal
effectiveness throughout populated areas of the County.
The System will be designed to provide participating agencies (Members and Users)
effective communications in the event of a major disaster.Should a significant portion of the
System fail,restoration of complete System operation will be the highest priority of the
Governing Board,System Manager,and technical support staff.
The 800 MHz radio system will operate in simulcast mode from multiple sites,supported
by new or upgraded towers and buildings.The system will also include separate low capacity
trunked "filler"radio sites in difficult service areas. All conventional and filler sites will be
A-I
500.:18760.19
integrated into a single system at the system controller/audio switch, allowing radios that are in
transit to automatically "roam"while maintaining effective communications.
The VHF paging system will consist of a multiple site simulcast system. The paging
system will be alpha-numeric.It will be designed to provide improved police, fire, and EMS
pagmg.
The VHF radio interoperability systems will link non-participating agencies (federal,
state, and other local agencies) to the System, and will link participating agencies (Members and
Users) during transition to full System operation.Interoperability with the King County
Regional Radio System and the trunked radio system operated by the Boeing Company will be
provided using 800 MHz radios compatible with the Motorola trunked radio technology used by
those systems.
The existing 900 MHz mobile data system owned by Snohomish County Public Utility
District No.1,which is used by participating agencies (Members and Users) under existing
agreements with dispatch centers, will be upgraded pursuant to one or more agreements to be
approved by ERS. The upgraded system will provide enhanced coverage and capacity required
to support use ofthat system by participating agencies (Members and Users).
The microwave transmission network will be loop-protected,except insofar as the
County may determine that loop-protection is not possible in Phase II. The network will provide
excess capacity for additional ERS radio systems, PSAP links, or other point-to-point
govemment communication needs.
The System will provide encrypted communications through an infrastructure design that
supports digital communications,except that the County may determine that encrypted
communications are not possible in Phase II. Two deployable encryption-capable repeaters will
be available to participating agencies for specialized operations or for use outside of the
System's service areas.
The three dispatch centers operated by SNOCOM,SNOPAC,and the City of Marysville
will be upgraded with new console equipment required to operate the System. That equipment
will be connected to the ERS microwave network via a protected spur microwave facility or,
where possible, directly to the high capacity loop. All operational system features will be
provided through participating dispatch centers.
A.4. Phased Construction.
The System will be designed as a county-wide entity, but will be constructed in two
phases. ERS will proceed with construction of Phase I following approval of the final system
design.Construction of Phase II is contingent upon funding by the County,and ERS will
proceed with construction of Phase II only if authorized by the County.
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A.4.1.Phase I Service Area.
The Phase I service area is bounded to the North by the northerly boundary of the City of
Marysville, to the South by the boundary of Snohomish and King Counties,to the West by Puget
Sound, and to the East by SR 9. The 800 MHz system in this service area will include
approximately nine channels operating from approximately eight sites.Stand alone filler sites
will be provided for the Edmonds/Lynnwood waterfront areas and Everett rail tunnel.
A.4.2.Phase II Service Area.
The Phase II service area is the remainder of the County.Construction of Phase II is
contingent upon funding by the County, and may be developed in stages or limited to particular
features or parts of the Phase II service area as directed by the County. The 800 MHz radio
system will consist of approximately seven channels operating from approximately seven
simulcast sites. Low capacity trunked filler or conventional 800 MHz sites will provide back-
country coverage as required for effective coverage. While the number of filler sites needed to
serve the most rural portions of the County has not yet been determined,a stand alone filler site
will serve the Darrington area and a stand alone filler site will serve the Index area. All trunked
filler and conventional 800 MHz facilities will be fully integrated into the county-wide radio
system. The infrastructure supporting VHF interoperability in the Phase II service area will be
upgraded to ensure high-performance,county-wide interoperability.The VHF system
supporting back country and search and rescue operations will be upgraded to provide for added
voting receivers and simulcast operation and to comply with regulatory changes resulting from
the FCC "refarming"rulemaking.
A.5.User Benefits.
The System will be engineered for enhanced reliability,redundancy,and survivability in
the event of a disaster.Specific performance and capability enhancements for participating
agencies (Members and Users) include the following:
•Consistent and reliable portable and mobile radio coverage within each
participating agency's service area;
•Increased radio system channel capacity and reduced channel congestion;
•Capacity for emergency signaling of dispatchers by officers in trouble;
•Ability to employ individual radio identifier codes for positive identification of
users;
•Ability to disable stolen or lost radios;
•Highly survivable infrastructure designed to provide uninterrupted services;
A-3
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• Newer, more reliable radio equipment and infrastructure;
•Enhanced trunked and conventional 800 MHz and VHF interoperability for all
participating agencies.
A-4
EXHIBITB
COST ALLOCATION MODEL
B.I.Formula. Except as otherwise provided in the Agreement or in this Exhibit B, the
allocation of each Member's capital costs,operation and maintenance costs, and voting weight
for purposes of Weighted Votes and Supermajority Votes shall be calculated annually by percent
based on the following formula:
. ( P
x)(Ax)( C
x)Percent.Allocation =0.25 X P +0.25 X A +0.50 X C X 100
. t t t
where, for the prior calendar year:
Px =the population in the Member's Service Area,
P t =the total population in the Service Area of all Members,
Ax =the Member's Service Area in square miles,
At =the total Service Area of all Members in square miles,
Cx =the calls for service provided by ERS in the Member's Service Area,
Ct =the total calls for service provided by ERS in the Service Area of all Members, and
"Service Area"means the geographic area within the boundaries of a Member
actually served by ERS, with the County's Service Area excluding incorporated
areas.
This formula is intended to produce a percent allocation of allocable capital costs, allocable
operation and maintenance costs, and voting weight (with 100%representing all Members
voting) to Members based 25% on that Member's share of the total population of the Service
Area of all Members, 25% on that Member's share of the total Service Area of all Members, and
50% on that Member's share of the total calls for service provided by ERS made by all
Members.
B.2 Phase I Capital Costs. The allocation for each Member in Phase I includes the
population,Service Area, and calls for service (including fire and emergency medical service)of
each Member. On the effective date of this Agreement, calls for fire and emergency medical
service (collectively,"Fire Calls")are provided by non-User fire protection districts in the
Service Areas of the County,Marysville and Mill Creek. Therefore, Fire Calls are not included
in the calls for service element in the cost allocation for 1999 (C,in Exhibit C) for the County,
Marysville and Mill Creek.In the event that a provider of fire or emergency medical services in
the Service Area of the County,Marysville,or Mill Creek becomes a User in Phase I ("New
B-1
50048760.19
User"),the New User shall make a Minimum Capital Payment,comprised of three components,
as follows:
Minimum Capital Payment =Population Component + Area Component + Call Component
Population Component =(0.125 x ~:) x Phase I Capital Costs
Area Component =(0.125 x ~:) x Phase I Capital Costs
Call Component =(0.50 x C
u
~c,)x Phase I Capital Costs
where, for the prior calendar year:
Pu =the population in the New User's Service Area,
Pt =the total population in the Service Area of all Members,
Au =the New User's Service Area in square miles,
At =the total Service Area of all Members in square miles,
C u =Fire Calls in the New User's Service Area,
Ct =the total calls for service provided by ERS in the Service Area of all Members,and
"Service Area"means the geographic area within the boundaries of a Member or the New
User actually served by ERS, with the County's Service Area excluding incorporated
areas.
The New User shall pay the Population and Area Components of the Minimum Capital
Payment to the Member whose Service Area overlaps that of the New User.If the Service Area
of the New User overlaps the Service Areas of more than one Member,the Population and Area
Components shall be prorated between or among the Members according to population and area.
Any Member entitled to payment ofthe Population and Area Components may waive its right to
receive all or any amount of such payments.
The New User shall pay the Call Component, and any amount determined by the
Governing Board in excess of the Minimum Capital Payment, to ERS. ERS shall allocate those
payments to the Members in accordance with the Cost Allocation Model Formula set forth in
Section B.1.
The Governing Board may adjust the Phase I Capital Costs used in calculating the
Minimum Capital Payment to account for inflation. No payment by a New User of capital costs
B-2
50048760.19
(including the Minimum Capital Payment) shall entitle that New User to any ownership of ERS
assets.
Except as expressly set forth in this Section B.2, all other payments of capital costs by
Users shall be determined by the Governing Board and allocated in accordance with the Cost
Allocation Model Formula set forth in Section B.l.All payments of capital costs by Users that
are allocated to Members, including payments of the Minimum Capital Payment, shall be
reflected in the Capital Record.
B.3. Phase II Costs. The financing of System assets in Phase II shall be by County
financing,provided that such financing may be deferred or terminated at the sole discretion of
the County. The County shall determine the appropriate payment for Phase II capital costs
required of each User pursuant to separate interlocal agreements. Rates, fees, charges and
assessments and manner of payment within areas financed solely by the County in Phase II shall
be established by the County. Unless otherwise directed by the County, payments made by
Users to the Dispatch Centers shall be credited to the account of the County. Upon termination
of the Agreement, or voluntary or involuntary withdrawal by the County, ERS assets acquired in
Phase II and paid for entirely by the County shall, upon County request, be distributed to the
County.
BA.Subscriber Units. Each Member and User shall bear the cost of its own
Subscriber Units (radios),provided that the Governing Board may authorize the purchase of
radios for Users deemed by the Governing Board to be integral to the System, the cost of which
will be allocated among Members and/or Users as determined by the Governing Board.
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EXHIBIT C
1999 COST ALLOCATION]
Member Population (P x)Area (Ax)Calls for Service (C x)
Brier 6,295 2.11 6,241
Edmonds 38,610 8.95 35,572
Everett 84,330 28.56 170,723
Lynnwood 33,110 7.67 56,634
Marysville 19,740 8.63 33,477
Mill Creek<10,692 3.56 10,177
Mountlake Terrace 20,360 4.11 25,728
Mukilteo 16,810 6.32 18,620
Woodway 990 1.11 612
County 138,304 66.78 89,388
369,241 137.80 447,172
P,Ax Cx Member Share
Member 0.25 x PI
0.25 x At 0.50 x CI Percent Dollars'
Brier 0.43 038 0.70 1.51%$266,562.65
Edmonds 2.61 1.62 3.98 8.22%1,453,300.08
Everett 5.71 5.18 19.09 29.98%5,303,555.57
Lynnwood 2.24 1.39 6.33 9.97%1,762,951.90
Marysville 1.34 1.57 3.74 6.65%1,175,578.82
Mill Creek 0.72 0.65 1.14 2.51%443,617.37
Mountlake Terrace 1.38 0.75 2.88 5.00%884,665.18
Mukilteo 1.14 1.15 2.08 4.37%772,476.63
Woodway 0.07 0.20 0.07 0.34%59,587.15
County 9.36 12.12 9.99 31.47%5,567,841.86
I Total'25.00 25.00 50.00 I 100.00%I $17,690,138.00 I
IBased on data fromJanuary 1to December31, 1998.
2 Fire Callsare excludedfrom calls for service. See SectionB.2.
3 Sources: Population:Puget Sound RegionalCouncil,Population &HousingEstimates, 1998.
Callsfor Service:Calendar year 1998totals from SNOPAC(includingMarysville)and SNOCOM.
Area: SnohomishCouittyP.D.S.lGJ.S. Cartography,May 1999.
4 See ExhibitD.
5 All figuresare roundedto the nearest one hundredth.
C-l
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EXHIBITD
PROJECT EXPENDITURES
(excluding formation costs)
Phase I Capital Cost Summary (See Notes 1 &2)
Radio and Microwave Infrastructure
Facility Costs
Console Costs
Shared Resources (portable repeater, generator)
Services
Technical Support Capital Costs
Subtotal
5%Project Contingency
Total Budget/Phase I
Phase II Capital Cost Summary (See Note 2)
Radio and Microwave Infrastructure
Facility Costs
Console Costs (may be moved to Phase I)
Shared Resources (portable repeater, generator)
Services
Technical Support Capital Costs
Subtotal
5%Project Contingency
Total Budget/Phase II
$6,876,500
4,554,000
879,750
67,500
4,310,000
160,000
$16,847,750
842,388
$17,690,138
$4,955,500
4,165,000
136,000
67,500
2,560,000
100,000
$11,984,000
599,200
$12,583,200
50048760.19
Notes:
1.Phase I costs do not include the cost of the proposed deployable
communications/command vehicle.
2. The costs for user/member agency pagers, mobile,portable,and control
station radios are not included in the above figures.
D-1
EXHIBITE
ARTICLES OF INCORPORATION
OF
SNOHOMISH COUNTY EMERGENCY RADIO SYSTEM
The undersigned Members, in order to form a not for profit corporation under Chapter
24.06 of the Revised Code of Washington ("RCW"),hereby sign and deliver the following
Articles of Incorporation.
ARTICLE I - NAME
The name of this corporation is:
SNOHOMISH COUNTY EMERGENCY RADIO SYSTEM
ARTICLE II - DURATION
The period of duration of Snohomish County Emergency Radio System ("ERS")shall be
coextensive with the term of the Snohomish County Emergency Radio System Interiocal
Corporation Agreement ("Agreement").The Agreement is attached to these Articles of
Incorporation as Exhibit A and by this reference incorporated herein.
ARTICLE III -PURPOSES
ERS is organized on behalf of and as an instrumentality of its governmental members
exclusively for educational, charitable, religious, scientific and/or literary purposes, within the
meaning of Section 501(c)(3)of the Internal Revenue Code of 1986,as it may be amended from
time to time (the "Code"),and more particularly to exercise essential governmental functions
within the meaning of Section 115 of the Code, including without limitation to design, develop,
finance, acquire, install, operate, maintain and repair and replace as necessary a uniformly high-
quality, public safety communications service for all county and city public safety agencies on a
county-wide basis within Snohomish County, as set forth in the Agreement.
The purposes of ERS include only those related to emergency radio communications, as
set forth above, and do not include the provision of other general services to the public.
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50048760.19
ARTICLE IV -PROHIBITED ACTIVITY
Notwithstanding any of the provisions of these Articles of Incorporation,ERS shall not
conduct or carry on activities not permitted to be conducted or carried on by an organization
exempt from federal income tax under Sections 115 and 501(c)(3)of the Code or by an
organization, contributions to which are deductible under Section l70(c)(2).No part of the net
earnings of ERS shall inure to the benefit of any director,officer or private individual. No
substantial part of the activities of ERS shall be devoted to the carrying on of propaganda,or
otherwise attempting to influence legislation except as may be permitted to Section 501(c)(3)
organizations by the Code, and ERS shall not participate in, or intervene in (including the
publication or distribution of statements regarding) any political campaign on behalf of or in
opposition to any candidate for public office. ERS shall not have or issue shares of stock, shall
not make any disbursement of income to its directors or officers,and shall not make loans to its
officers or directors.
ARTICLE V -POWERS
In general, and subject to such limitations and conditions as are or may be prescribed by
law, or in the Agreement,these Articles of Incorporation or in the Bylaws of ERS, ERS shall
have all powers which now or hereafter are conferred under Chapters 24.06 and 39.34 RCW and
other applicable law and the Agreement upon a corporation organized for the purposes set forth
above, or are necessary or incidental to the powers so conferred,or are conducive to the
attainment of the purposes of ERS. In the event of a conflict, the Agreement shall be given
priority over· these Articles of Incorporation and these Articles of Incorporation shall be given
priority over the Bylaws.
ARTICLE VI -MEMBERS
Members must be parties to the Agreement.The rights and responsibilities of the
Members and the manner of their election, appointment, or admission to membership and
termination of membership shall be as provided for in the Agreement.ERS shall have one class
of Members,except that each Member may be treated as a separate class for calculating weighted
and supennajority voting as provided for in the Agreement.
ARTICLE VII -DISTRIBUTIONS UPON DISSOLUTION
No director, trustee or officer of ERS, nor any private individual,shall be entitled to share
in the distribution of any of the corporate assets upon dissolution of ERS or the winding up of its
affairs. Upon dissolution of ERS, after paying, satisfying, and discharging,or making adequate
provision therefor,of all liabilities and obligations of ERS, and after returning,transferring,or
conveying assets held by ERS requiring return,transfer, or conveyance on condition of the
dissolution, all remaining assets of ERS shall be distributed by the Governing Board (which shall
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50048760.19
be deemed a "board of directors"as that term is used in RCW 24.06.125),as provided for in the
Agreement.
ARTICLE VIII ~DISSENTING MEMBERS
"Dissenting members,"as that term is used in RCW 24.06.245 through 255, will be
entitled to the rights and allocation of assets set forth in the Agreement, but may be limited to "a
return of less than the fair value"of their membership as that term is used in RCW 24.06.255.
ARTICLE IX -BYLAWS
Provisions for the regulation of the internal affairs of ERS shall be as set forth in the
Agreement or in the Bylaws of ERS.
ARTICLE X -REGISTERED AGENT
The address of the initial registered office of ERS is 1111 Third Avenue, Suite 3400,
Seattle, Washington 98101-3299. The name and address of its initial registered agent is FPS
Corporate Services, Inc.,1111 Third Avenue, Suite 3400, Seattle, Washington 98101-3299.
ARTICLE XI -DIRECTORS
The initial Governing Board shall consist of ten Directors. The names and addresses of
the persons who are to serve as initial Directors are:
Bob Drewel, County Executive
Snohomish County
3000 Rockefeller Avenue
Everett, Washington 98201
Wayne E. Kaske, Mayor
City of Brier
2901 - 228th Street SW
Brier, Washington 98036
Barbara S. Fahey, Mayor
City of Edmonds
121 - 5th Avenue North
Edmonds, Washington 98020
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50048760.19
Ed Hansen, Mayor
City of Everett
3002 Wetmore
Everett, Washington 98201
Tina Roberts,Mayor
City of Lynnwood
19100 - 44th Avenue West
P.O.Box 5008
Lynnwood,Washington 98046
David A. Weiser, Mayor
City of Marysville
4822 Grove Street
Marysville,Washington 98270
Robert S. Stowe, City Manager
City of Mill Creek
15728 Mill Creek Boulevard
Mill Creek, Washington 98012
Connie L.Fessler, City Manager
City of Mountlake Terrace
23204 - 58th Avenue West
P.O. Box 72
Mountlake Terrace,Washington 98043
Don Doran, Mayor
City of Mukilteo
4480 Chennault Beach Road
Mukilteo, Washington 98275
Jan Taylor Drummond,Mayor
City of Woodway
23920 - 113th Place West
Woodway, Washington 98020
Each Member shall appoint, remove or replace its Director in such manner as the Member
deems appropriate,provided that such action is not inconsistent with the Agreement.
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50048760.19
500-18760.19
ARTICLE XII -INCORPORATORS
The names and addresses of the incorporators are:
Snohomish County
3000 Rockefeller Avenue
Everett,Washington 98201
City of Brier
2901 - 228th Street SW
Brier,Washington 98036
City of Edmonds
121 -5th Avenue North
Edmonds,Washington 98020
City of Everett
3002 Wetmore
Everett,Washington 98201
City of Lynnwood
19100 - 44th Avenue West
P.O.Box 5008
Lynnwood,Washington 98046
City of Marysville
4822 Grove Street
Marysville,Washington 98270
City of Mill Creek
15728 Mill Creek Boulevard
Mill Creek,Washington 98012
City of Mountlake Terrace
23204 -58th Avenue West
P.O.Box 72
Mountlake Terrace,Washington 98043
City of Mukilteo
4480 Chennault Beach Road
Mukilteo,Washington 98275
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City of Woodway
23920 -l13th Place West
Woodway,Washington 98020
ARTICLE XIII -LIMITATION OF DIRECTOR LIABILITY
Except to the extent otherwise required by applicable law (as it exists on the date of the
adoption of this Article or may be amended from time to time), a director of ERS shall not be
personally liable to ERS for monetary damages for conduct as a director,except for liability of
the director (i)for acts or omissions which involve intentional misconduct by the director or a
knowing violation of law by the director,(ii)for any transaction from which the director will
personally receive a benefit in money,property or services to which the director is not legally
entitled,or (iii) for any act or omission occurring before the date when this provision becomes
effective.
If the Washington Nonprofit Miscellaneous and Mutual Corporation Act (the "Act")is
hereafter amended to expand or increase the power of ERS to eliminate or limit the personal
liability of directors,then,without any further requirement of action by the directors of ERS, the
liability of a director shall be eliminated or limited to the full extent permitted by the Act. No
amendment to or repeal of this Article shall adversely affect any right of protection of any director
of ERS occurring after the date of the adoption of this Article and prior to such amendment or
repeal.
ARTICLE XIV -INDEMNIFICATION
ERS shall indenmify any director (as that term is defined in RCW 23B.08.500,as
presently in effect and as hereafter amended) or officer of ERS, who is involved in any capacity
in a proceeding (as defined in RCW 23B.08.500,as presently in effect and as hereafter amended,
a "Proceeding")by reason of the position held by such director or officer in ERS, to the full
extent allowed by applicable law, as presently in effect and as hereafter amended,except in
relation to matters as to which such director or officer shall be adjudged in such Proceeding to be
liable for negligence or misconduct in the performance of duty;provided,however,that ERS
shall only indenmify a director or officer seeking indenmification in connection with a Proceeding
(or a part of a Proceeding)initiated by such director or officer if such Proceeding or part of a
Proceeding was authorized by the Governing Board or if such Proceeding or part of a Proceeding
was brought by a director or officer to enforce a claim for indenmification under this section and
a court or an arbitrator determines that the director or officer is entitled to all of the relief
claimed.
By means of a resolution or of a contract specifically approved by the Governing Board,
ERS may indenmify an employee or agent to such degree as the Governing Board determines to
be reasonable,appropriate,and consistent with applicable law and to be in the best interests of
ERS.
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50048760.19
The Governing Board shall have the right to designate the counsel who shall defend any
person or entity who may be entitled to indemnification, to approve any settlement, and to
approve in advance any expense.
Reasonable expenses incurred by a director or officer, who is involved in any capacity in a
Proceeding by reason of the position held in ERS, shall be advanced by ERS to the full extent
allowed by applicable law, as presently in effect and as hereafter amended. Reasonable expenses
incurred by an employee or agent who is involved in any capacity in a Proceeding by reason of
the position held by such person or entity in ERS may be, but is not required to be, advanced by
ERS prior to the fmal disposition of such Proceeding to the full extent allowed by applicable law,
as presently in effect and as hereafter amended. Expenses shall not be advanced to any director,
officer, employee or agent unless that person first promises in a writing delivered to ERS to repay
all amounts advanced by ERS in the event that it is later determined that such person is not
entitled to be so indemnified.
ERS may purchase and maintain insurance on behalf of any person who is a director,
officer, employee, or agent of ERS or is serving at the request or consent of ERS as an officer,
employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan against any liability incurred by such person because of such person's
status, whether or not ERS would have the power to indemnify such person against such liability
under the provisions of this Article. In addition, ERS may enter into contracts with any director
or officer of ERS in furtherance of the provisions of this Article and may create a trust fund, grant
a security interest, or use other means (includingwithout limitation a letter of credit) to ensure the
payment of such amounts as may be necessary or desirable to effect the indemnification and
advances contemplated in this Article.
The right to indemnificationconferred by this Article shall be interpreted to conform with,
and shall not create any right that is inconsistentwith, applicable law, as presently in effect and as
hereafter amended. To the full extent allowed by applicable law (as presently in effect and as
hereafter amended), the right to indemnificationconferred by this Article shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit of the heirs,
executors, and administrators of such a person. The rights conferred in this Article shall not be
exclusive of any other rights which any person may have or acquire under any applicable law (as
presently in effect and as hereafter amended), the Articles of Incorporation, the Bylaws of ERS, a
vote of the Governing Board, or otherwise.
If the Act is hereafter amended to expand or increase the power of ERS to indemnify, to
pay expenses in advance of final disposition, to enter into contracts, or to expand or increase any
similar or related power, then, without any further requirement of action by the directors of ERS,
the powers described in this Article shall be expanded and increased to the fullest extent permitted
by the Act.
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50048760.19
Notwithstanding any other provision of this Article, no indemnification shall be provided
to any person if in the opinion of counsel payment of such indemnification would cause ERS to
lose its tax exempt status, if any, from federal income taxation.
No amendment to or repeal of this Article shall adversely affect any right of protection of
any director, officer, employee or agent for events occurring after the date of the adoption of this
Article and prior to such amendment or repeal.
ARTICLE XV -NOTICE OF MEETINGS
Notice of regular meetings other than annual may be made by providing each Member
with the adopted schedule of regular meetings for the ensuing year at any time after the annual
meeting and ten days prior to a regular meeting and at any time when requested by a Member or
by such other notice as may be prescribed by the Agreement or the Bylaws.
DATED this __day of , 1999.
INCORPORATORS:
SNOHOMISH COUNTY
County Executive
CITY OF BRIER
Mayor
CITY OF EDMONDS
Mayor
CITY OF EVERETT
Mayor
·50048760.19
E-8
APPROVED AS TO FORM:
Snohomish County Prosecuting Attorney
APPROVED AS TO FORM:
Brier City Attorney
APPROVED AS TO FORM:
Edmonds City Attorney
APPROVED AS TO FORM:
Everett City Attorney
ATTEST:
City Clerk
CITY OF LYNNWOOD
Mayor
CITY OF MARYSVILLE
City Manager
CITY OF MILL CREEK
City Manager
CITY OF MOUNTLAKE TERRACE
City Manager
CITY OF MUKILTEO
City Manager
50048160.19
E-9
APPROVED AS TO FORM:
Lynnwood City Attorney
APPROVED AS TO FORM:
Marysville City Attorney
APPROVED AS TO FORM:
Mill Creek City Attorney
APPROVED AS TO FORM:
Mountlake Terrace City Attorney
APPROVED AS TO FORM:
Mukilteo City Attorney
CITY OF WOODWAY
Mayor
50048760.19
E-IO
APPROVED AS TO FORM:
City Attorney
,,.
CONSENT TO SERVE AS REGISTERED AGENT
FPS Corporate Services, Inc.("FPS"),hereby consents to serve as Registered Agent in
the State of Washington for Snohomish County Emergency Radio System,a Washington not
for profit corporation,("ERS").FPS understands that as agent for ERS, it will be its
responsibility to receive service of process in the name of ERS; to forward all mail to ERS; and to
immediately notify the office of the Secretary of State in the event of its resignation, or of any
changes in the registered office address of ERS for which it is agent.
FPS CORPORATE SERVICES,INC.
(date)
NAME OF REGISTERED AGENT:
ADDRESS OF REGISTERED AGENT:
50048760.J9
By:_
Colleen M. Marcin, Vice President
FPS Corporate Services, Inc.
1111 Third Avenue, Suite 3400
Seattle, Washington 98101-3299
E-ll
,,
SNOHOMISH COUNTY
County Executive
crrv OFBRIER
CITY OF EDMONDS
APPROVED ASTO FORM:
Snohomish County Prosecuting Attorney
APPROVED AS TO FORM:
.BrierCity Attorney
APPROVED ASTO FORM:
CITY OFEVERETT
CITYOF LYNNWOOD
Mayor
-32-
S0048760.19
Edmonds City Attorney
APPROVED AS TO FORM:
Everett ~ySOINE
APPROVED ASTO FORM:
Lynnwood City Attorney
,,
CITY OF MARYSVILLE
City Manager
OP1'iiITIT;lCREEK
City Manager
.CITY OF MOUNTLAKE TERRACE
City Manager
APPROVED AS TO FORM:
Marysville City Attorney
APPROVED AS TO FORM:
Mill Creek City Attorney
APPROVED AS TO FORM:
Mountlake Terrace City Attorney
CITY OF MUKILTEO APPROVED AS TO FORM:
Q~oI~~~_
City Mal:l~er ?J?~)I(/..e -Mukilteo City Attorney
CITY OF WOODWAY
SNOCOM
50048760.19
-33-
APPROVED AS TO FORM:
City Attorney
SNOPAC
3oL+~k
Executive Director