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HomeMy WebLinkAboutBenton County Emergency Services (BCES) - Transition and Buy-In Agreement No. 180-17OFFICE OF THE CITY MANAGER 505 Swift Boulevard, MS -04 Richland, WA 99352 Telephone (509) 942-73£31 Fix (509) 942-7379 --- CI.RICHLANDMAMS • 509-942-7390 RwcIIlanci July 14, 2017 Ms. Daniela Erickson City of Pasco 525 N. 31d Avenue Pasco, WA 99301 RECEIVED JUL 18 2017 PASCO CITY CLERK RE: Benton County Emergency Services Transition and Buy -In Agreement Dear Ms. Erickson: Please find enclosed a fully executed copy of the Benton County Emergency Services Transition and Buy -In Agreement. Our Clerk's office has recorded this agreement with Benton County. Sincerely, Jackie Ayers Administrative Specialist Office of the City Manage avers(a)ci. richla nd.wa. us Enclosure CONTRACT N0, IY6 —1 BENTON COUNTY EMERGENCY SER DICES TRANSITIONAND BUY-INAGREEMENT This TRANSITION AND BUY -N AGREEMENT ("Agreement') is made and entered into on this /dljday oftc �[ 2017, by and between Benton County, a political subdivision of the State of Was ington, the cities of Kennewick, Richland, West Richland; Prosser and Benton City, all of which are Washington municipal corporations, Benton County Fire Protection District Nos. 1, 2, and 4 and Public Utility District #1 of Benton County (Benton PUD), all of which are Washington special purpose districts, acting collectively as Benton County Emergency Sen•ices ('BCES"), Franklin County, a political subdivision of the State of Washington ("Franklin County"), and the City of Pasco, a Washington municipal corporation ("Pasco"). BCES, Franklin County and Pasco are referred to collectively throughout this Agreement as the "Parties." WHEREAS, BCES is a local organization created in 1996 pursuant to the Interlocal Cooperation Act, Chapter 39.34 RCW, and RCW 38.52.070 related to Emergency Management; and WHEREAS, the members of BCES have agreed that the City of Richland, as the Administrative Jurisdiction, shall currently be the legal entity responsible for employing staff and providing necessary support services for BCES operations; and WHEREAS, through establishment of the Southeast Communications Center ("SECOMM"), BCES provides communication and dispatching for public safety and emergencies forjurisdictions located in incorporated and unincorporated Benton County, and for any agencies contracting for such services; and WHEREAS, Franklin County and Pasco are each obligated to provide communication and dispatching for public safety and emergencies, and desire to join with BCES in order to create a bi-county operation of emergency dispatch services; and WHEREAS, Franklin County and Pasco are committed to paying the costs associated with the transition steps necessary to join BCES as well as a payment of Five Hundred Thousand Dollars each upon completion of the transition into the SECOMM Fund as a non-refundable capital contribution for use by BCES. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows: 1. Incorporation of Recitals. The recitals set forth above are hereby incorporated into this Agreement by reference. BCES Transition Agreement (2017) Page I 2. Purpose. The purpose of this Transition Agreement is to detail the transition process which will accomplish an expansion of BCES membership to include Franklin County and Pasco. The purpose of such expansion is the provision of emergency and non -emergency call answering and dispatch services for the Franklin County Sheriff's Office and the city of Pasco Police and Fire Departments, and the opportunity for the provision of such services to the city of Connell Police and Fire Departments, Franklin County Fire Districts 1, 2, 3, 4 & 5, the Pasco Airport Police, North Franklin County Hospital District, and Walla Walla Fire Protection District No. 5, hereinafter known collectively as "Franklin 911 Agencies," should they elect to become subscribers for such services. 3. Transition Period. The transition period contemplated herein shall begin upon execution of this Agreement by the last signing party. The transition period shall conclude upon the date on which BCES through SECOMM begins to provide emergency and non -emergency call answering and dispatch services to Franklin County and Pasco. This Agreement shall automatically terminate at the conclusion of the transition period; provided, the obligations set forth in section 7 below shall survive said termination. 4. Transition Sequence. The Parties agree the following transition sequence shall commence upon execution of this Agreement: a. Interview/Application of dispatchers currently employed by the Franklin County Sheriffs Office ("FCSO"); b. Open recruitment by BCES for any needed additional positions; c. Commence technical interconnection process (radio/CAD); d. Testing to confirm interconnectivity is successful and sustained; e. All hiring efforts completed; f. Second Amended and Restated BCES Interlocal adopted by all current BCES members, Franklin County and Pasco; g. BCES commences with bi-county operations — transition is complete. 5. Transition Costs. Franklin County and Pasco shall pay all transition costs incurred by them and by BCES during the term of this Agreement associated with the expansion of SECOMM to serve Franklin County, Pasco and any other entities providing services within Franklin County that may become subscribers to SECOMM services. Existing members of BCES have no obligation to contribute any funds toward the transition or transition costs. As used in this Agreement, the term "transition cost' includes, but is not limited to, the following: a. All costs associated with recruiting, hiring and training staff necessary to absorb additional workload realized from the expansion of SECOMM to serve Franklin County, Pasco and other entities operating in Franklin County that may elect to subscribe to services from BCES Transition Agreement (2017) Page 2 SECOMM. All staffing determinations shall be made in the sole discretion of the Administrative Jurisdiction. b. While this Agreement is in effect, all salaries, benefits and any incidental costs paid to or for the additional staff added under section (a) above. c. Except as provided in (e) below, reimbursement to the Administrative Jurisdiction for staff time necessary to effectuate the transition, except for time committed by the BCES Director and those Administrative Jurisdiction staff specifically assigned to BCES. Time shall be billed at the fully -burdened hourly rate for the particular staff member(s) working on elements of the transition (i.e., City Attorney, Human Resources Generalist, Purchasing Manager, etc.). Recovery of costs under this subsection shall be retroactive to January 1, 2017. d. All costs for infrastructure or equipment necessary or desired, in the opinion of BCES, for successful and sustained interconnectivity between BCES and Franklin County's system. Interconnectivity shall be considered "sustained and successful" if it is assessed have a reasonable likelihood of operating without failure for no less than twelve (12) months after interconnectivity is established. e. All costs associated with the contracted technical consulting necessary to determine technical transition steps. To the extent that expertise is necessary from BCES to inform the opinions or recommendations of the contracted technical consultant(s), said staff time shall be made available at no additional cost. 6. Invoices. The Administrative Jurisdiction, on behalf of BCES, shall remit detailed invoices for transition costs to Franklin County for payment. Payment shall be made within thirty (30) calendar days of receipt of the invoice. Franklin County and Pasco agree to be held jointly and severally liable for all costs invoiced under this Agreement. This section shall survive termination of this Agreement. 7. Commitment to Execute Second Amended and Restated BCES Interlocal. The Parties agree, within thirty (30) days of successful completion of steps (a) through (e) of the transition process set forth in section 4 above, to execute a second amended and restated BCES interlocal agreement in the form attached hereto as Exhibit A in order to add Franklin County and Pasco as voting members of BCES as provided therein; provided, the terms of Exhibit A can be revised if all Parties so agree. Further, within thirty (30) calendar days of the full execution of such agreement, Franklin County and Pasco shall each make an irrevocable contribution of Five Hundred Thousand Dollars ($500,000) to the Administrative Jurisdiction for deposit in the SECOMM Fund and use by BCES at its discretion. 8. Execution of Operating Agreement with Administrative Jurisdiction. The current members of BCES shall execute an Operating Agreement with the Administrative Jurisdiction BCES Transition Agreement (2017) Page 3 before they execute the Second Amended and Restated BCES Interlocal referenced above and prior to July 31, 2017. Such Operating Agreement shall automatically renew every five (5) years unless the Administrative Jurisdiction or another member gives at least nine (9) months' notice of a desire not to renew. 9. Termination. BCES may, by written notice, terminate this Agreement upon failure by Franklin County or Pasco to remit payment as provided herein. The defaulting agency shall have ten (10) calendar days to cure the default, which shall commence upon receipt of BCES's notice to terminate by the last -receiving party. If the defaulting party fails to cure the default by rendering payment in full within the timeframe specified herein, this Agreement shall be deemed terminated upon the eleventh (I lth) day after notice to terminate has been received by the last -receiving party. Upon termination, Franklin County and Pasco remain jointly and severally liable for all costs incurred by BCES pursuant to this Agreement to and through the date of termination. 10. Legal Relationship. No partnership, joint venture or joint undertaking shall be construed to be created by or from the existence of this Agreement, and, except as herein specifically provided, no Party shall have the right to make any representations for, act on behalf of, or be liable for the debts of any of the other Parties. 11. Notices. Any notices required to be given under this Agreement shall be in writing and shall be deemed served when mailed First Class U.S. Mail. The Parties may, upon mutual agreement set forth in writing, determine to accept notice via email. Notice shall be directed as follows: BCES (All parties except Franklin County and Pasco) Attn: City of Richland City Manager 505 Swift Blvd. Richland, WA 99352 Email: creents(&,,ci.richland.wa.us Franklin County Attn: County Administrator 1016 N. 4th Avenue Pasco, WA 99301 Email: kiohnsonAco.franklin.wa.us City of Pasco Attn: City of Pasco City Manager 525 N. 3rd Avenue Pasco, WA 99301 Email: citvmanagergpasco-wa gov 12. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, to the extent possible and practicable, the remaining parts of the Agreement shall remain in effect and be binding upon all Parties hereto. 13. Governing Law; Venue. Jurisdiction and venue for any action relating to the interpretation, enforcement, or any dispute arising from this Agreement shall be in Benton County Superior BCES Transition Agreement (2017) page 4 Court. This Agreement shall be construed in accordance with the laws of the State of Washington. 14. Waiver. No waiver by any Party hereto of any terms or conditions of this Agreement shall be deemed or construed to be a waiver of any other term or condition, nor shall the waiver of any breach be deemed or construed to constitute a waiver of any subsequent breach, whether of the same or any other term or condition of this Agreement. 15. Captions. Paragraph titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement. 16. Binding Effect. Regardless of which party prepared or communicated this Agreement, this Agreement shall be of binding effect between the Parties only upon its execution by an authorized representative of each such party as authorized by its respective legislative council or governing board. 17. Warranty of Authority. The persons executing and delivering this Agreement each represent and warrant that each of them is duly authorized to do so, and that execution of this Agreement is the lawful and voluntary act of the person or entity on whose behalf they purport to act. 18. Construction. The Parties acknowledge that each party and its counsel have reviewed this Agreement with opportunity to comment, and that the normal rule of construction providing that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendment or exhibits hereto. 19. Complete Agreement. This Agreement represents and contains the entire understanding between the Parties related to Franklin County and Pasco becoming members of BCES. The Parties acknowledge that no other oral or written collateral agreements, understandings, or representations exist outside of this document, with the exception of any documents referenced in or expressly incorporated by reference in this Agreement. Any prior agreements, whether verbal or written, not specifically expressly incorporated by reference in this Agreement are hereby terminated. [Signature Page to Follow] BCES Transition Agreement (2017) Page 5 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of the last - signing Party. BENTON COUNTY, WASHINGTON FRANKLIN COUNTY, WASHINGTON /M 7�f.,• b -13-L'-01-7 See pg. 6_b By: James Beaver Date Chairman, Benton County Commission /../3??D/-7 By: Jet e elvin Date Benton County Commissioner Shon Small Date Benton County Commissioner Attest: Clerk of the Board Approved as to Form: Ryan Brown Chief Deputy Prosecuting Attorney, Civil By: Robert Koch Date Chairman. Franklin County Commission Signed See pg. 6_b By: Brad Peck Date Franklin County Commissioner Signed See pg. 6_b By: Rick Miller Date Franklin County Commissioner Attest: Signed See pg. 6_b Clerk of the Board Approved as to Form: Signed See pg. 6_b Bv: Franklin County Deputy Prosecutor [Sigrnatm•es Continue Below[ BCES Transition Agreement (?0/ 7) Page 6 — 0. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of the last - signing Party. BENTON COUNTY, WASHINGTON See pg. 6_a By: James Beaver Date Chairman, Benton County Commission Signed See pg. 6_a By: Jerome Del in Date Benton County Commissioner Signed See pg. 6_a By: Shon Small Date Benton County Commissioner Attest: Signed See pg. 6_a Clerk of the Board Approved as to Foran: Ryan Brown Chief Deputy Prosecuting Attorney, Civil FRANKLIN COUNTY, WASHINGTON By: Robert Koch Date Chairman, Franklin County Commission �pl By: Brad Peck Date Franklin County Commissioner '01"q In By: Rick Miller Date Franklin County Commissioner Approved daastoto Form: By: JoVsvtsown Fra n County Deputy Prosecutor [Signatures Continue Below] BCES Transition Agreement (2017) Page 6_ b CITY OF PASCO y: DaveDate Pasco City Manager Attest Sandy Ken rthy, Interim City lerk Approved as to Faun: CITY OF By: Cynffi a'155/Reents, ICMA-CM Date Richland Cit Mana,er Attest arcia Hopkins, City CI Approved as to Form: e r, Pasco City Attorney Heather Kintzley, Richland City U mey CITY OF KEN'NEWICK k. By: 4arie E. Mosley Date Kennewick City Manager At es : Ser -pi -Wright, City Cler '-fern C. Approved as to Fort: Lisa Beaton, Kennewick City Attorney CITY OF WEST RICHLAND By: Brent Gerry Da e[ Mayor Attest: City lerk Julie Richardson Approved cis to Form: Bronson Brown West Richland City Attorney [Signatures Continue Below] BCES Transition Agreement (_'017) Page 7 CITY OF PROSSER Signed See pg. 8_b By: Randy Taylor Date Mayor Attest: Signed See pg. 8_b Rachel Shaw, City Clerk Approved as to Form: Signed See pg. 8_b Howard Saxton, Prosser City Attorney CITY OF BENTON CITY By: Linda Lehman Date i\ taco r Attest 7 Ste e Hlutg. City 1 rk Approved ns to Form: e err, City Attorney for Benton City BENTON COUNTY FIRE PROTECTION DISTRICTS 1, 2, AND 4 Signed See pg. 8_c By: E.W. "Bill" Houchin, Commission Chair BCFPD #1 Date: By: Barry rth, Commission Chair BCFPD #2 Date: 5 - zz-,--__I_? Signed See pg. 8_d By: A.J. Hill, Commission Chair BCFPD #'4 Date: Attest: Attest: �- Attest: [Signatures Continue Belowl 8CES Transition .4greetnent (2017) Page 8_Q CITY OF PROSSER By: Da4 Stock ale Date Prosser City Administrator Attest: Rachel Shaw, City Clerk CITY OF BENTON CITY Signed See pg. 8_a By: Linda Lehman Date Mayor Attest: Signed See pg. 8_a Stephanie Haug, City Clerk Approved as to Form: Approved as to Form: Signed See pg. 8_a Howard Saxton, Prosser City Attorney Lee Kerr, City Attorney for Benton City West Richland City Attorney BENTON COUNTY FIRE PROTECTION DISTRICTS 1, 2, AND 4 Signed See pg. 8_c By: E.W. "Bill' Houchin, Commission Chair BCFPD #1 Date: Signed See pg. 8_a By: Barry Orth, Commission Chair BCFPD #2 Date: Attest: Signed Attest: See pg. 8_a Signed See pg. 8_d Attest: By: Gregg Couch, Commissioner BCFPD #4 Date: [Signatures Continue Belowl BCES Transition Agreement (2017) Page 8_.b CITY OF PROSSER Signed See pg. 8_b By: Randy Taylor Date Mayor Attest: Signed See pg. 8_b Rachel Shaw, City Clerk Approved as to Form: Signed See pg. 8_b Howard Saxton, Prosser City Attorney CITY OF BENTON CITY Signed See pg. 8—a By: Linda Lehman Date Mayor Attest: Signed See pg. 8_a Stephanie Haug, City Clerk Approved as to Form: Signed See pg. 8_a Lee Kerr, City Attorney for Benton City BENTON COUNTY FIRE PROTECTION DISTRICTS 1, 2, AND 4 (�) �j 74,� By: E.W. "Bill" Houchin, Commission Chair BCFPD #I Date: 6 - fie- J1(J I� Signed See pg. 8_a By: Barry Orth, Commission Chair BCFPD #2 Date: Signed See pg. 8_d By: A.J. Hill, Commission Chair BCFPD #4 Date: Attest: Signed Attest: See pg. 8_a Attest: [Signatures Continue Below] BCES Transition Agreement (2017) Page 8_C CITY OF PROSSER Signed See pg. 8_b By: Randy Taylor Mayor Attest: Signed See pg. 8_b Rachel Shaw, City Clerk Approved as to Form: Signed See pg. 8_b CITY OF BENTON CITY Signed See pg. 8_a Date By: Linda Lehman Date Mayor Attest: Signed See pg. 8_a Stephanie Haug, City Clerk Approved as to Form: Signed See pg. 8_a Howard Saxton, Prosser City Attorney Lee Kerr, City Attorney for Benton City BENTON COUNTY FIRE PROTECTION DISTRICTS 1, 2, AND 4 Signed See pg. 8_c Attest: By: E.W. "Bill" Houchin, Commission Chair BCFPD # t Date: Signed Signed See pg. 8_a Attest: See pg. 8_a By: Barry Orth, Commission Chair BCFPD #2 Date: Attest: By: A.I. Hill, Commission Chair BCFPD #4 Date: [Signatures Continue Below] BCES Transition Agreement (2017) Page 8 _cL PUBLIC UTILITY DISTRICT #1 OF BENTON COUNTY (BENTON PUD) h�' r,43y Chad artram General Manager Date: 'I-10 -17 Attest:; BCES Transition Agreement (20/7) Page 9 EXHIBIT A To 2017 BCES Transition & Buy -In Agreement WHEN RECORDED RETURN TO: City of Richland Attn: City Attorney 505 Swift Boulevard MS -07 Richland, WA 99352 SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT FOR BENTON COUNTY EMERGENCY SERVICES THIS SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT is made and entered into by and between the following entities (collectively, the "Parties"): Benton County, a political subdivision of the State of Washington; Franklin County, a political subdivision of the State of Washington; City of Kennewick, a Washington municipal corporation; City of Richland, a Washington municipal corporation; City of West Richland, a Washington municipal corporation; City of Prosser, a Washington municipal corporation City of Benton City, a Washington municipal corporation; City of Pasco, a Washington municipal corporation; Benton County Fire Protection District Nos. 1, 2, and 4, all of which are Washington special purpose districts; and Public Utility District #1 of Benton County, a Washington special purpose district. I. RECITALS WHEREAS, the Interlocal Cooperation Act, Chapter 39.34 RCW, authorizes public agencies to make the most efficient use of their powers by enabling them to cooperate with each other based on mutual advantage, and to collectively exercise the rights and powers they hold individually through the execution of an interlocal cooperative agreement; and WHEREAS, RCW 38.52.070 authorizes and directs each county, city and town within the State of Washington to establish a local organization for emergency management in accordance with the State Emergency Management Plan and Program, and permits the State Director of Emergency Management to authorize two or more counties, cities and towns to join in the establishment and operation of a local organization for emergency management; and Second Amended and Restated WES Interlocal (2017) Page I WHEREAS, Benton County Emergency Services ("BCES") is such a local organization created in 1996 pursuant to the Interlocal referenced in Section 7, and the Parties to this Agreement wish to continue that organization under the terms of this Second Amended and Restated Interlocal Agreement; and WHEREAS, in addition to emergency management services, Benton County Emergency Services, through establishment of the Southeast Communications Center, has also provided communication and dispatching for public safety and emergencies for some jurisdictions located in incorporated and unincorporated Benton County, and for any agencies contracting for such services; and WHEREAS, the cities of Kennewick, Richland, West Richland, Prosser, Benton City, Benton County and Benton County Fire District Nos. 1, 2 and 4, and with limited participation by Benton County Public Utility District #1 ("Benton PUD") (collectively, the "Existing Partners") intend to continue to provide county -wide operation of emergency dispatch services under the terms of this Agreement, and, along with the city of Pasco and Franklin County (the "New Partners"), all Parties to this Agreement now intend to provide bi-county operation of emergency dispatch services, with each Party participating to the extent identified herein; and WHEREAS, the Existing Parties have operated BCES pursuant to the Amended and Restated Interlocal Cooperation Agreement for Benton County Emergency Services effective January 23, 2012 ("2012 BCES Interlocal Agreement"); and WHEREAS, BCES has established a digital 800MHz radio system that provides and will continue to provide viable public safety communications for many years into the future; and WHEREAS, Benton County, the cities of Kennewick and Richland, and Benton PUD provide a single microwave system exclusively located in Benton County (hereinafter "Benton County Microwave System"); and WHEREAS, Benton PUD is a limited voting member of the BCES Executive Board authorized to vote exclusively on the Benton County Microwave System and related funding issues and in return for such rights it agreed in the 2012 BCES Interlocal Agreement not to exercise its right of first refusal to acquire ownership of microwave equipment from the State of Washington that are part of the Benton County Microwave System; and WHEREAS, Franklin County and public safety agencies within that county operate under a separate microwave system exclusively located in Franklin County (hereinafter "Franklin County Microwave System"). NOW, THEREFORE, in consideration of the mutual covenants contained herein, and in accordance with RCW 39.34, RCW 38.52 and Section 6 of the 2012 BCES Interlocal Agreement, the Parties hereto agree to this Second Amended and Restated Interlocal Agreement as follows: Second Amended and Restated BCES Interlocal (2017) page 2 II. AGREEMENT 1. INCORPORATION OF RECITALS The recitals set forth above are hereby incorporated into this Agreement by reference. 2. PURPOSE The purpose of this Agreement is to provide for the effective and economical operations of Benton County Emergency Services (BCES), a local administrative entity and joint venture between the above -referenced Parties (also referred to as the "Organization"). 3. ORGANIZATIONAL STRUCTURE Benton County Emergency Services consists of two (2) divisions: Benton County Emergency Management (BCEM) and Southeast Communications Center (SECOMM). A. General. The Organization shall consist of an Executive Board, Strategic Advisory Team, Customer Agency Groups and various committees as created by the Executive Board. 1. Appointment of Administrative Jurisdiction; Duration. An Administrative Jurisdiction shall be designated by the Executive Board. The Administrative Jurisdiction shall serve unless or until such service is terminated by the Executive Board, or until the Administrative Jurisdiction withdraws after having provided a minimum of nine (9) month's written notice of intent to withdraw. The City of Richland is currently designated as the Administrative Jurisdiction. All employees staffing BCES shall be employees of the Administrative Jurisdiction. 2. Duties of Administrative Jurisdiction. The Administrative Jurisdiction shall have full responsibility for the operation of the Organization, and shall provide all necessary support for the Organization. The Administrative Jurisdiction shall perform its duties pursuant to a contractual agreement with Benton County Emergency Services that shall automatically renew every five (5) years, subject to any renegotiations between the Administrative Jurisdiction and the Executive Board. This contractual agreement shall be fully executed by December 1, 2017. The Administrative Jurisdiction shall appoint a BCES Director, which appointment shall be subject to confirmation by the Executive Board. The BCES Director shall be removed only at the direction of the Administrative Jurisdiction. Governing Policies. BCES shall follow the policies established by the Administrative Jurisdiction for all efforts related to Finance, Human Resources, Legal, Risk & Safety, and Purchasing. To ease future transition between Administrative Jurisdictions, BCES shall operate and maintain an independent email system. Second Amended and Restated BCESInterlocal (2017) Page 3 B. Executive Board Duties; Membership; Voting. The Executive Board shall be the governing body of the administrative entity known as Benton County Emergency Services, and shall be responsible for approving BCES-specific policies, contracts, the annual budget, and confirmation of the Administrative Jurisdiction's appointment of the BCES Director. The Executive Board shall also be responsible for ensuring the Parties' compliance with the legal requirements of RCW 38.52. 1. Subject to the voting procedures and restrictions set forth herein, the Executive Board shall consist of one representative from the Benton County Commissioner's Office, one representative from the Franklin County Commissioner's Office, one representative from each of the cities of Kennewick, Richland, Prosser, West Richland, Benton City, and Pasco, a single representative collectively representing Benton County Fire Protection District Nos. 1, 2 and 4, and one representative from Benton PUD. 2. Whenever they are entitled to vote, Benton County, Franklin County and the cities of Kennewick, Pasco and Richland shall be allowed two (2) votes each. Whenever they are entitled to vote, West Richland, Prosser, Benton City and Benton PUD shall have one (1) vote each. Whenever they are entitled to vote, Benton County Fire Protection District Nos. 1, 2 and 4 shall collectively share a single vote. Benton PUD is only entitled to vote on the annual Benton County Microwave System assessment, the cost of Benton County Microwave System operations, replacement of Benton County Microwave System equipment, and Benton County Microwave System expansion or reduction. Specifically, but without limitation, the Benton PUD representative shall not have voting rights for matters relating to the BCES organizational structure and operations. 3. A simple majority of the number of members of the Executive Board shall be a quorum, and a simple majority of votes shall prevail unless otherwise set forth herein. Attendance or non-attendance of the Benton PUD's representative shall not be counted or considered with respect to quorum determination. 4. The following are the only representatives authorized to vote on matters associated with Southeast Communications Center (SECOMM): • Representatives for the cities of Kennewick, Richland, Pasco, and West Richland* and Prosser*; • Representatives for the counties of Benton and Franklin; • The representative for Benton County Fire Protection District Nos. 1, 2 and 4 casting a single vote for the three entities.* *Note: No future contracted subscribers to SECOMM shall be entitled to vote. 5. The following are the only representatives authorized to vote on matters related to the 800MHz system: • Representatives for the cities of Kennewick and Richland; • The representative for the county of Benton. Second Amended and Restated BCES Interlocal (2017) Page 4 6. The following are the only representatives authorized to vote on matters associated with operation and maintenance of the Benton County Microwave System and related funding: • Representatives for the cities of Kennewick and Richland; • The representative for the county of Benton; • The representative for Benton PUD. 7. The following are the only representatives authorized to vote on items associated with Benton County Emergency Management (BCEM): • Representatives for the cities of Kennewick, Richland, West Richland, Prosser and Benton City; • The representative for the county of Benton. 8. For items not specifically associated with the Benton County Microwave System, the 800 MHz system, Southeast Communications Center, or Benton County Emergency Management, all representatives, except the Benton PUD representative, may vote. 9. Absence of a representative at a meeting where such a representative is entitled to vote on an issue will result in forfeiture of voting rights for that meeting. C. Strategic Advisory Team. Working directly with BCES leadership, the Strategic Advisory Team (SAT) will assist in developing strategies for addressing issues such as establishing standardized procedures and incorporating changes in technology. To facilitate the policy- making role of the Executive Board, it may assign to the SAT certain policy reviews, projects, and tasks. The Strategic Advisory Team may consist of one (1) representative from each of the following: • Kennewick Fire Department • Kennewick Police Department • Richland Police Department • Richland Fire Department • West Richland Police Department • Benton County Sheriffs Office • Franklin County Sheriff's Office • Franklin County Fire Protection Districts 1, 2, 3, 4 & 5 (1 Rep) • Connell Police Department • Connell Fire Department • Pasco Police Department • Pasco Fire Department • West Benton Fire and Rescue • North Franklin County Hospital District • City of Prosser • Benton County Fire Protection Districts 1, 2, 4,5 & 6 (1 Rep) The SAT representative will be the agency Chief or Sheriff and a senior level executive from the City of Prosser. D. Customer Agency Group. The Customer Agency Group (CAG) is established to allow customers of BCES to communicate suggestions, ideas, or concerns regarding service, operational policies, and/or procedural issues. The CAG will be comprised of two divisions: Law Enforcement and Fire/EMS. Each division will elect a chairperson to represent the concerns of their division to the BCES Director or at joint CAG meetings. The Customer Second Amended and Restated ROES Interlocal (2017) Page 5 Agency Group may consist of one (1) representative from each of the following: • Kennewick Police Department • Kennewick Fire Department • Richland Police Department • Richland Fire Department • West Richland Police Department • Benton County Sheriffs Office • Franklin County Sheriffs Office • City of Benton City • Franklin County Fire Protection Districts 1, 2, 3, 4 & 5 (1 Rep) • Walla Walla Fire Protection District 5 • Connell Police Department • Connell Fire Department • Pasco Police Department • Pasco Fire Department • West Benton Fire and Rescue • North Franklin County Hospital District • City of Prosser Police Department • Benton PUD • Benton County Fire Protection Districts 1, 2, 4, 5, & 6 (1 Rep) 1. Issues that impact only one division will be communicated to the BCES Director from the chair of the division. Any recommendations made by either division must be approved by a majority of the agencies before they can be submitted to the Director for consideration. Items for which there is no majority support will require the use of the agency input process. 2. Should an issue be relevant to both divisions, a meeting may be called by the BCES Director or either division chairperson. Attendees to such meeting will be limited to the BCES Director, the SECOMM Communications Manager and/or Emergency Management Manager, and both division chairpersons. 3. Working groups or sub -committees may be created by either division to address operational issues for which operational -level employees or subject matter experts should be involved. These groups and/or sub -committees will report directly to their division chairperson. Additionally, to expedite the development of recommendations that are sound and have the greatest likelihood of success, recommendations will be vetted with a senior subject matter expert dispatcher for additional input. The dispatcher would have no vote in the process of moving forward with an issue. E. BCES Director. The Director, under direction of the Administrative Jurisdiction, shall maintain and operate Benton County Emergency Services, and shall be responsible for the implementation of the directives of the Executive Board and the policies and procedures of the Executive Board or the Administrative Jurisdiction, as the case may be. The Director shall be responsible for developing, organizing, and coordinating emergency preparedness planning, training and implementation. The Director shall be responsible for organizing, developing and coordination of E-911 and bi-county communication systems, and shall have such other duties and responsibilities as the Administrative Jurisdiction designates from time to time. F. Notice to Benton PUD. Benton PUD shall receive notice and an informational packet for all Executive Board Meetings. Packets will be provided electronically the week prior to a Second Amended and Restated BCESlnterlocal (2017) Page 6 scheduled Executive Board Meeting, and will identify the issues that Benton PUD may vote upon. Should there be a matter upon which Benton PUD is entitled to vote at the scheduled meeting, Benton PUD must have a representative present at that meeting. Benton PUD may vote only on matters upon which Benton PUD is entitled to vote pursuant to section 3(B)(6) of this Agreement. No voting will occur for any matters set forth in Section 3(B)(6) without advance notice to Benton PUD as provided herein. If Benton PUD believes it is entitled to vote on a matter identified in an Executive Board packet, but such packet does not so indicate, Benton PUD must raise the issue at the upcoming Executive Board meeting, or it will be deemed to have waived any voting rights not exercised at that meeting. 4. FINANCES Benton County Emergency Services maintains four separate funds consisting of: • One (1) fund for Benton County Emergency Management; • One (1) fund for Southeast Communications Center; • One (1) fund for the acquisition, maintenance and operation of the 800MHz; and • One (1) fund for the maintenance and operation of the Benton County Microwave System. These funds are maintained and administered by the Administrative Jurisdiction in lieu of the Treasurer of the City of Kennewick, the most populous entity. All monies received for the benefit and use of Benton County Emergency Services, including financial contributions by the Parties to this Agreement in accordance herewith, shall be deposited into the appropriate fund. A. Benton County Emergency Management (EM Operations) Fund. Except for Benton PUD, Pasco, and Franklin County, each Party to this Agreement shall contribute to the cost of emergency management upon such fair and equitable basis as shall be determined by the Executive Board. If, in any case, the Executive Board is unable to agree upon the proper contributions by the Parties hereto, the decisions shall be referred to the State Emergency Management Council for arbitration, and the Council's decision shall be final and binding upon the Parties hereto. Except for Benton PUD, Franklin County and Pasco, each party shall pay its share of the cost of emergency management into the Benton County Emergency Management Fund which is maintained and administered by the Administrative Jurisdiction. The Executive Board shall have the authority to proportionately levy, by percentage of total budget responsibility, additional fees to cover unexpected liabilities, including uninsured civil judgments. If the cost overrun or liability is the result of a single agency, the entire cost will be borne by that agency. B. Southeast Communications Center (SECOMM Operations) Fund. SECOMM shall be financed by the proceeds of a telephone excise tax that shall be imposed at the same rate by both Benton and Franklin counties, an annual levy upon the Parties, except for Benton PUD and City of Benton City, and by contract fees paid by contracting agencies as determined by the Executive Board. Each Party hereto shall contribute its share of the costs of the typical and customary Second Amended and Restated WES Interlocal (2017) Page 7 operation and administration of SECOMM as established by the Executive Board. Such contributions shall be determined annually by the Executive Board for inclusion in the Parties' annual budgets. The assessment for any user or member entering SECOMM mid -budget year shall be determined by the Executive Board and pro -rated relative to the months of service remaining in the existing budget year. In the first annual budget developed after BCES begins providing Franklin County and Pasco with communication and dispatching for public safety and emergencies, the SECOMM budget funding model will substitute population data for calls for service data wherever calls for service data has been used to allocate agency assessments. Funding models for subsequent SECOMM budgets shall be determined by the Executive Board. Assessments shall be paid in periodic installments on a schedule determined by the Executive Board. In the event an unforeseen exigent circumstance or uninsured civil judgment results in costs to the Organization in excess of the budgeted expenses for operation and administration, the Executive Board is authorized to proportionately levy, by percentage of total budget responsibility, additional fees to cover the unexpected liability. Such excess costs shall be promptly remitted, upon demand, to Benton County Emergency Services. If the cost overrun is attributable to a single agency's action or inaction, the entire cost overrun shall be borne by that agency. C. 800MHz Fund. The 800MHz Fund shall be used for the maintenance and operation of any 800MHz radio system, whether analog or digital, utilized by BCES. The Executive Board is authorized to levy annual radio assessments upon all Parties who use radios under the 800MHz system, and to impose contract fees upon any contracting agencies for use of the same. Assessments shall be determined annually by the Executive Board for inclusion in the Parties' annual budgets. Assessments shall be paid in periodic installments on a schedule determined by the Executive Board. In the event an unforeseen exigent circumstance or uninsured civil judgment results in costs to the Organization in excess of the budgeted expenses for operation and administration of the 800MHz system, the Executive Board is authorized to proportionately levy, by percentage of the Parties' total 800 MHz budget responsibility, additional fees to cover the unexpected liability. Such excess costs shall be promptly remitted, upon demand, to Benton County Emergency Services. If the cost overrun is attributable to a single agency's action or inaction, the entire cost overrun shall be borne by that agency. D. Benton County Microwave System Fund. The Benton County Microwave System Fund shall be used for the maintenance and operation of the Benton County Microwave System utilized by BCES. The Executive Board is authorized to levy annual assessments upon all Parties who use the Benton County Microwave System, and to impose contract fees upon any contracting agencies. Such assessments shall be determined annually by the Executive Board for inclusion in the Parties' annual budgets. Assessments shall be paid in periodic installments on a schedule determined by the Executive Board. In the event an unforeseen exigent circumstance or uninsured civil judgment results in costs to the Organization in excess of the budgeted expenses for maintenance and operation of the Benton County Microwave System, the Executive Board is authorized to proportionately levy, by percentage of the Parties' total Benton County Microwave System budget responsibility, additional fees to cover the unexpected liability. Second Amended and Restated BCES Interlocal (2017) Page 8 Such excess costs shall be promptly remitted, upon demand, to Benton County Emergency Services. If the cost overrun is attributable to a single agency's action or inaction, the entire cost overrun shall be borne by that agency. Neither Franklin County nor any of the Parties to this Agreement located therein shall acquire or be deemed to have acquired any ownership interest whatsoever in any property or equipment that comprises the Benton County Microwave System. Franklin County Microwave System. Although the Benton County Microwave System and the Franklin County Microwave System are technically interconnected and create a Bi - County Microwave System utilized by BCES, Benton County and those Parties to this Agreement who are located therein are the only Parties obligated to contribute to the Benton County Microwave System as provided under Section 4.1) above. Franklin County shall be solely responsible for all costs associated with maintenance, operation and improvements to the Franklin County Microwave System. Neither Benton County nor any of those Parties to this Agreement located therein shall acquire any ownership interest whatsoever in any property or equipment that comprises the Franklin County Microwave System. Franklin County shall defend, indemnify and hold harmless Benton County and those Parties to this Agreement who are located therein for all claims related in any way to, Franklin County's maintenance or operation of the Franklin County Microwave System as it presently exists or is modified in the future. "Claim" means any loss, claim, suit, action, liability, damage or expense of any kind or nature whatsoever, including but not limited to attorneys' fees and costs, attributable to personal or bodily injury, sickness, disease or death, or injury to or destruction of property, including the loss of uses resulting therefrom. E. The BCES Director, upon approval by the Executive Board, is authorized to make expenditures on behalf of the Organization in accordance with the policies and procedures of the Administrative Jurisdiction. F. An annual budget for the Organization shall be prepared by the BCES Director in accordance with the policies and procedure of the Administrative Jurisdiction. The annual budget requires Executive Board approval. G. Contribution to SECOMM Fund. Within thirty (30) calendar days of the date of execution of this Agreement by all Parties, Franklin County and Pasco shall each make an irrevocable contribution of Five Hundred Thousand Dollars ($500,000) to the SECOMM Fund. Failure to make the contributions as provided herein shall result in suspension of services to the non- compliant Party by BCES. H. Radio System Upgrade (SUA). Beginning with the first annual BCES budget developed after BCES begins providing Franklin County and Pasco with communication and dispatching for public safety and emergencies, and continuing with each successive BCES budget thereafter, the allocation of costs to support the trunked radio system shall be equally divided between Second Amended and Restated BCES Interlocal (2017) Page 9 Benton County, Franklin County, and the cities of Kennewick, Pasco and Richland. Contributions made by Franklin County and Pasco shall not create, nor be construed to create, any ownership interest in the trunked radio system. 5. PROPERTY AND EQUIPMENT A. Ownership Interests Maintained. Except as authorized by the Executive Board with respect to transfer by FEMA of ownership of assets acquired with CSEPP funds, the digital 800MHz radio system, and the Benton County Microwave System Fund, the ownership interests in property, equipment, or funds acquired by or through Benton County Emergency Management shall continue to be shared by Benton County and the cities of Kennewick, Richland, West Richland, Prosser, and Benton City in proportion to the financial and in-kind contribution of each party in the year such property, equipment, or monies was acquired, unless provided otherwise herein. Franklin County and Pasco shall take no ownership interest whatsoever in any property, equipment or monies belonging to BCES as of the effective date of this Agreement. Any ownership interest acquired thereafter by Franklin County and/or city of Pasco shall be only as provided herein. B. Benton PUD Property Interests. Buildings and towers owned by Benton PUD, and site or ground leasehold interests held by Benton PUD at the Prosser site, the Joe Butte Site, and the Umatilla Ridge site will remain in their ownership or leasehold interests. Benton PUD agrees that, in return for the rights granted under this Agreement, it will not exercise its right of first refusal to acquire any microwave system or parts thereof from the State, and agrees to allow the State to transfer such assets to the joint ownership of Benton County and the cities of Kennewick and Richland in the following percentages: fifty percent (50%) to Benton County; twenty-five percent (25%) to Kennewick; twenty-five percent (25%) to Richland. Benton PUD will not have a right to or ownership in any BCES assets, including the Benton County Microwave System, unless this Agreement is amended so as to grant Benton PUD ownership interests in particular assets. C. Specific Properties Owned Solely By Benton County Richland and Kennewick. All Parties hereto acknowledge that the federal government may have ownership interests or rights with respect to equipment purchased with funds provided by the federal government. All Parties further acknowledge and agree that the digital 800MHz radio system, the real property and improvements located at 651 Truman Avenue in Richland, Washington, the leasehold interest and 800 MHz equipment used by Benton County Emergency Services and the Parties hereto at the several existing sites and the Benton County Microwave System used by Benton County Emergency Services shall be owned exclusively by Benton County, and the cities of Richland and Kennewick as follows: fifty percent (50%) ownership by Benton County; twenty-five percent (25%) ownership by Kennewick; twenty-five percent (25%) ownership by Richland. The contributions by Pasco and Franklin County required pursuant to section 4.G above do not create any ownership interests in the above assets by those entities. Second Amended and Restated BCES Interlocal (2017) Page 10 D. Ownership Interests — SECOMM Fund. Property, equipment, or monies acquired through the Southeast Communications Center Fund on and after the day following the effective date of this Agreement shall be owned in equal shares by Benton County, Franklin County and the cities of Kennewick, Richland and Pasco, except to the extent acquired through revenue of E911 taxes as set forth below. Benton County, Franklin County and the cities of Kennewick, Pasco and Richland are the only Parties to this Agreement responsible for contributing toward capital expenditures in the budget process. E. Ownership Interests — E911 Taxes. Property, equipment, or monies acquired through the receipt of E911 taxes prior to and after the effective date of this Agreement shall be the property of Benton and Franklin Counties based on the percentage of E911 tax funds contributed by each county toward said property, equipment or monies. 6. PUBLIC RECORDS REQUESTS A. To comply with BCES's obligation to respond to public records requests, and to minimize legal risk to the Parties, the Parties agree that all original records prepared, owned, used, or retained by BCES shall be provided to and maintained by the Administrative Jurisdiction. B. When a public records request is received by BCES under the Washington State Public Records Act, Chapter 42.56 RCW, staff assigned to support BCES will complete a search for responsive records and respond to the request pursuant to the Public Records policy established by the Administrative Jurisdiction. To the extent legal review is needed to respond to a request, the City Attorney for the Administrative Jurisdiction will provide the review. The Parties acknowledge that the Administrative Jurisdiction has ultimate authority to release or withhold records pursuant to the Washington State Public Records Act. 7. DURATION OF AGREEMENT; TERMINATION This Agreement shall become effective only upon execution by all Parties and filing with each County Auditor in compliance with RCW 39.34.040. Upon the effective date, this Agreement shall replace all prior oral agreements, contracts, interlocals and amendments thereto, including those agreements that have been recorded with the Benton County Auditor, and shall specifically, but without limitation, supersede the Interlocal Agreement for Benton County Emergency Services recorded with the Benton County Auditor on October 1, 1996, the Interlocal Agreement for Benton County Emergency Services Interlocal Cooperation Agreement effective September 1, 2006, Amendment 1 thereto dated May 11, 2009, and the 2012 BCES Interlocal Agreement. The initial term of this Agreement shall be ten (10) years, after which this Agreement shall automatically extend for successive five (5) year terms unless one or more Parties objects to extending the Agreement no later than six (6) months prior to expiration. Objections to extension of this Agreement shall be submitted in writing to the Executive Board. Second Amended and Restated BCES Interlocal (2017) Page 11 S. AMENDMENTS Amendments to this Agreement shall only be made upon an affirmative vote of at least twelve (12) votes in favor of amendment, without any vote by Benton PUD, which shall not have a vote on amendments. This section shall not affect how the Board operates and conducts its business. 9. WITHDRAWALS Any Party may withdraw from this Agreement upon providing six (6) month's advanced written notice to the Executive Board. A withdrawing Party shall remain liable for obligated payments, and shall be refunded any payments made but not obligated prior to the date of actual withdrawal. Any Party so withdrawing shall be responsible for complying with Washington State law regarding its obligations to provide emergency management and dispatch services. Upon the act of withdrawing from this Agreement, the withdrawing Party shall be deemed to have forfeited and released all ownership interest it may have in any property, equipment or monies it may have or otherwise been eligible to receive under this Agreement. 10. ALLOCATION OF LIABILITY; INDEMNIFICATION A. Each party shall be solely responsible for its own wrongful or negligent conduct. Each party promises to indemnify and hold harmless and release all other Parties from any loss, claim or liability arising from or out of the negligent tortious actions or inactions of its employees, officers and officials. Such liability shall be apportioned among the Parties or other at -fault persons or entities in accordance with the laws of the State of Washington. Nothing herein shall be interpreted to: 1. Waive any defense arising out of RCW Title 51. 2. Limit the ability of a Party to exercise any right, defense, or remedy which a Party may have with respect to third parties or the employee(s) whose action or inaction gave rise to loss, claim or liability, including, but not limited to, an assertion that the employee(s) acted beyond the scope of employment. Cover or require indemnification or payment of any judgment against any individual or agency for intentionally wrongful conduct outside the scope of employment of any individual, or for judgment for punitive damages against any individual or agency. Payment of punitive damage awards, fines or sanctions shall be the sole responsibility of the individual against whom said judgment is rendered and/or his or her agency employer, should that employer voluntarily elect to make said payment. This Agreement does not require indemnification of any punitive damage awards or for any order imposing fines or sanctions. Second Amended and Restated BCES Interlocal (2017) Page 12 11. SEVERABILITY If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, to the extent possible and practicable, the remaining parts of the Agreement shall remain in effect and be binding upon all Parties hereto. 12. NO SEPARATE LEGAL ENTITY No separate legal entity is created upon execution of this Interlocal Agreement. 13. GOVERNING LAW; VENUE Jurisdiction and venue for any action relating to the interpretation, enforcement, or any dispute arising from this Agreement shall be in Benton County Superior Court. This Agreement shall be construed in accordance with the laws of the State of Washington. 14. WAIVER No waiver by any Party hereto of any terms or conditions of this Agreement shall be deemed or construed to be a waiver of any other term or condition, nor shall the waiver of any breach be deemed or construed to constitute a waiver of any subsequent breach, whether of the same or any other term or condition of this Agreement. 15. NO THIRD PARTY RIGHTS Nothing in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement. [Signature Page to Follow] Second Amended and Restated BCES Interlocal (2017) Page 13 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates identified next to their signatures below. BENTON COUNTY, WASHINGTON FRANKLIN COUNTY, WASHINGTON By: James Beaver Date Chairman, Benton County Commission By: Jerome Delvin Date Benton County Commissioner By: Shon Small Date Benton County Commissioner Attest: Clerk of the Board Approved as to Form: Ryan Brown Chief Deputy Prosecuting Attorney, Civil By: Robert Koch Date Chairman, Franklin County Commission By: Brad Peck Date Franklin County Commissioner By: Rick Miller Date Franklin County Commissioner Attest: Clerk of the Board Approved as to Form: By: Franklin County Deputy Prosecutor [Signatures Continue Below] Second Amended and Restated BCES Interlocal (2017) Page 14 CITY OF PASCO CITY OF RICHLAND By: Dave Zabell Date By: Cynthia D. Reents, ICMA-CM Date Pasco City Manager Richland City Manager Attest: Attest: Sandy Kenworthy, Interim City Clerk Marcia Hopkins, City Clerk Approved as to Form: Approved as to Form: Lee Kerr, Pasco City Attorney Heather Kintzley, Richland City Attorney CITY OF KENNEWICK CITY OF WEST RICHLAND By: Marie E. Mosley Date By: Brent Gerry Date Kennewick City Manager Mayor Attest: Attest: Terry Wright, City Clerk City Clerk Julie Richardson Approved as to Form: Approved as to Form: Lisa Beaton, Kennewick City Attorney Bronson Brown West Richland City Attorney [Signatures Continue Below] Second Amended and Restated BCES Interlocal (2017) Page 15 CITY OF PROSSER By: Randy Taylor Mayor Attest: Rachel Shaw, City Clerk Approved as to Form: CITY OF BENTON CITY Date By: Linda Lehman Date Mayor Attest: Stephanie Haug, City Clerk Approved as to Form: Howard Saxton, Prosser City Attorney Lee Kerr, City Attorney for Benton City BENTON COUNTY FIRE PROTECTION DISTRICTS 1, 2, AND 4 By: E.W. "Bill" Houchin, Commission Chair BCFPD #1 Date: By: Barry Orth, Commission Chair BCFPD #2 Date: By: A.J. Hill, Commission Chair BCFPD #4 Date: Attest: Attest: Attest: [Signatures Continue Below] Second Amended and Restated WES Interlocal (2017) Page 16 PUBLIC UTILITY DISTRICT #1 OF BENTON COUNTY (BENTON PUD) Attest: By: Chad Bartram General Manager Date: Second Amended and Restated BCES Interlocal (2017) Page 17