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FIBER OPTIC LEASE AGREEMENT BETWEEN CITY OF MOSCOW, IDAHO AND Noel Communications Inc THIS FIBER OPTIC LEASE AGREEMENT (hereinafter "AGREEMENT") between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY") and Noel Communications Inc , a Company of the State of W ashington(hereinafter "LES SEE"). 1. TERM: The term of this AGREEMENT is for a period of three years commencing upon the effective date of this AGREEMENT and terminating thirty six (36) months from such date under the following terms and conditions. 2. RENEW AL OF LEASE AGREEMENT: This AGREEMENT is renewable at the sole discretion of CITY upon one ( 1) year's prior written notice by LESSEE to CITY of LESSEE's intent to renew. Renewal of this AGREEMENT shall not preclude renegotiation of the annual monetary compensation amount. 3. FIBER LEASED AND COMPENSATION: CITY leases to LESSEE and LESSEE leases from CITY one fiber route consisting of one dark fiber optic cable strand(s). The fiber route (hereinafter "Leased Fiber") is from City Hall to The Grove 209 Southview Ave in the amount of eight thousand four hundred eighty feet (8,480) strand feet of the City Network. The total amount of eight thousand four hundred eighty feet (8,480) strand feet shall be and is hereby leased at the lease rate of $ 0.0509 per strand foot. The total leased strand footage shall be calculated by multiplying the number of strands leased by the total linear length of the cable segment leased. Any equipment rack space necessary to house LESSEE's electronic equipment within a CITY facility shall be leased by the standard rack unit at the rate of thirty four dollars seventy eight cents ( $ 34.78) per month per rack unit (1 U) which shall include any electricity utilized by such equipment. The lease rate for fiber and rack space shall be increased annually by three percent of the lease rate of the immediately preceding year. Such lease rate adjustment shall be made and effective upon January 1st of each year throughout the term of this AGREEMENT. Lease payments shall be due and payable by the 10th day of each month of each year during the term of this AGREEMENT. 4. LEASED FIBER SPECIFICATIONS: All fiber shall be single mode fiber optic cable capable of one thousand (1,000) mbps data transmission or greater. 5. NO ALTERATIONS OR IMPROVEMENTS BY LESSEE: LESSEE shall not alter or construct or cause to be altered or constructed any attachments or connections to CITY' s fiber optic cables, including those fiber strands leased by LESSEE under this AGREEMENT. CITY shall have the sole right to splice, repair, tap, or otherwise modify CITY's fiber optic cables including those leased to LESSEE pursuant to this FIBER OPTIC LEASE AGREEMENT CITY AND NOEL 209 SOUTHVJEW A VE PAGE 1OF5 --W\6--'03 ---PAGE BREAK--- AGREEMENT. The LESSEE shall not place any temporary or permanent sign or structure upon the Leased Fiber without first obtaining the written consent of CITY. 6. ACCESS BY CITY: CITY shall have the right to access the Leased Fiber at any reasonable time to examine the same and determine the maintenance and state of repair. When occasional routine maintenance is reasonably required, CITY will make its best effort to notify LESSEE of any planned outages and CITY shall make its best efforts to minimize disruption of utilization of Leased Fiber. 7. FIRE OR OTHER CATASTROPHIC LOSS: If any portion of the Leased Fiber shall be damaged by fire, the elements or other causes, CITY will cause the same to be repaired and restored. If such damage is the result of the negligence of LESSEE or its employees, CITY shall repair and restore the Leased Fiber at LESSEE's expense. If any portion of the Leased Fiber is so damaged as to be unfit for use or occupancy, the rent of LESSEE shall be adjusted accordingly. If any portion of the Leased Fiber is destroyed to the extent of fifty percent (50%) or more of the replacement value of said Leased Fiber, CITY may, at its option, terminate this AGREEMENT rather than restore the Leased Fiber. 8. REPAIR AND MAINTENANCE SERVICES: CITY shall maintain a sufficient level of service and reliability of the Leased Fiber. CITY shall not be responsible to LESSEE for any costs or other damages of any nature, including losses associated with any interruptions of LESSEE's business, resulting from any City Network disruptions, or performance failures of any maintenance and/or service provider. 9. INDEMNIFICATION AND HOLD HARMLESS: LESSEE agrees to indemnify, defend, and hold harmless CITY, and its officers, agents and employees, from and against any and all claims, losses, actions, or judgments for damages or injury to persons or property arising out of or in connection with the acts and/or any performances or activities of LESSEE, LESSEE's agents, employees, or representatives under this AGREEMENT. LESSEE specifically agrees to indemnify, defend and hold harmless CITY and its officers, agents and employees from and against any and all claims, losses, actions or judgments for damages or injury to persons or property arising out of or in connection with interruptions of service and/or use of Leased Fiber. 10. TIME OF ESSENCE AND DEFAULT: Time is of the essence of this AGREEMENT. If LESSEE defaults in any of the terms of this AGREEMENT for a period of ten (10) days after written notice of default has been sent by CITY, then CITY, at its option and in addition to all other legal and equitable remedies, may declare this AGREEMENT forfeited and terminated and may repossess the Leased Fiber. Upon such forfeiture and termination, all rights of LESSEE under this AGREEMENT shall immediately terminate. Provided, however, that nothing herein shall be considered an election of remedies or limitation of damages. FIBER OPTIC LEASE AGREEMENT CITY AND NOEL 209 SOUTHVIEW AVE PAGE 20F 5 ---PAGE BREAK--- 11. ASSIGNMENT OR SUBLETTING EXPRESSLY PROHIBITED: LESSEE shall not assign this AGREEMENT nor sublet the whole or any part thereof without the written consent of CITY. 12. USE OF LEASED FIBER: LESSEE shall use the Leased Fiber exclusively for whatever purposes are legal and shall at all times comply with all laws, regulations and ordinances. Operation, maintenance and repair of electronics to light fiber shall be the sole responsibility of LESSEE. 13. TERMINATION: This AGREEMENT may be terminated without cause by either party upon one year's prior written notice to the other party pursuant to Section 13 of this AGREEMENT. 14. OTHER CONDITIONS: A. CITY and LESSEE shall identify an agreed upon location for the installation of the fiber termination enclosure upon LESSEE's property, which location shall serve as the demarcation point. The maintenance, repair and operations for all terminations, cables, and electronics attached to the LESSEE's side of such demarcation point shall be the sole responsibility of LESSEE. B. In the event that LESSEE reports a malfunction of the Leased Fiber to CITY which results in the dispatch of CITY' s maintenance and repair provider and it is determined that the cause of such disruption of service was not related to the Leased Fiber condition and/or operability but instead was related to LESSEE's equipment or facilities on LESSEE's side of the demarcation point, LESSEE shall be responsible for the cost of such dispatch by the maintenance and service provider. C. At CITY's discretion, CITY reserves the right to provide LESSEE equivalent capacity and service via a dedicated wavelength using course wavelength multiplexing. CITY shall provide all necessary equipment at the demarcation point to allow for LESSEE to utilize such wavelength multiplexing. 15. SERVICE OF NOTICES: Any notice may be served upon CITY by certified mail to City Clerk, City of Moscow, Idaho, P 0 Box 9203, Moscow, Idaho, 83843, and any notice may be served upon LESSEE by certified mail to LESSEE at P.O. Box 2965 Yakima WA 98907. Service of a notice by certified mail shall be deemed complete upon the date of the postmark by certified mail. Either party may change the address for services of notice by written notice to the other party. 16. COMPENSATION. Compensation under this AGREEMENT shall consist of payment as set out in Section 3 of this AGREEMENT; however, at CITY's sole discretion, compensation for all or part of the services contemplated by this AGREEMENT may consist of Internet access and other related in-kind services provided by LESSEE to CITY in a value of such in-kind services equal to the "market rate" (as computed in Section 16.B FIBER OPTIC LEASE AGREEMENT CITY AND NOEL 209 SOUTHVIEW AVE PAGE3 OF 5 ---PAGE BREAK--- of this AGREEMENT) or payment of the "market rate" in place of said Internet and other related in-kind services, as set out in Section 16.B hereinbelow: A. In exchange for the privileges and rights granted to LESSEE by this AGREEMENT, LESSEE shall provide CITY Internet access services and other related in-kind services of at least the same value as the "market rate" computed in Section 16.B. B. Market Rate. The value of Internet access services and other related in kind services provided by LESSEE to CITY shall be based upon the usual cost charged by LESSEE for providing like services to organizations other than CITY. In no case shall LESSEE charge CITY more than the usual cost associated with providing like services to other organizations. C. All Internet access services and other related in kind services provided by LESSEE to CITY shall be provided pursuant to the compensation formula in this Section 16.B. CITY shall pay no additional costs for such Internet access and other related LESSEE services during the term of this AGREEMENT. D. CITY, at its sole discretion, may reject LESSEE's Internet access connection at any time and may, thereafter, require LESSEE to pay the monetary fee established by utilizing the formula at Section 3 for the balance of the term of the AGREEMENT. Should CITY, at its sole discretion, determine to receive cash payments as provided herein, CITY shall give LESSEE not less than sixty (60) days prior notice. DATED this 2 (fL day of & , 2015. CITY: City of Moscow, Idaho FIBER OPTIC LEASE AGREEMENT CITY AND NOEL 209 SOUTHVIEW AVE PAGE40F5 ---PAGE BREAK--- vJD, STATE OF IDAite $ A Lill"\"-. COUNTY OF JA'asaiagtgn ACKNOWLEDGMENT ) ) SS. ) On this / f "/JI ?J:y of fi1JJUe. t1.\ .J , 2015, before me, a Notary Public in and for said State, appeare idle. !pj Ze , known to me to be the person named above and acknowledged that he/she executed the foregoing document as the duly authorized representative for Noel Communications Inc. ,,,,1111111,,, C BEFI%''// • 1A:-& ;y - ' i · % $ - :z • ta'" •O - : '1-'i l)d\'01'" a tf>. Ct . plfe^ • . . "111' OF ' " ' ' ' ' FIBER OPTIC LEASE AGREEMENT CITY AND NOEL 209 SOUTHVIEW A VE PAGE 5 OF 5 ---PAGE BREAK--- 01-05 50-20-2230 County and Wlshington State University 111/12/2013) RESOLUTION NO. R- 84-13 A RESOLUTION AUTHORIZING THE EXECUTION OF AN INTERLOCAL AGREEMENT BY AND BETWEEN THE CITY OF PULLMAN, WHITMAN COUNTY, AND WASHINGTON STATE UNIVERSITY FOR ENHANCED 911 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM. WHEREAS, the City Council for the city of Pullman has before it an interlocal agreement entitled "Interlocal Agreement for Enhanced 911 Emergency Communications and Dispatch System" which is attached hereto and marked as Exhibit and, WHEREAS, this Council believes it to be in the best interests of the city of Pullman to adopt said Agreement, pursuant to RCW Chapter 39.34, Interlocal Cooperation Act; now, therefore, IT IS HEREBY RESOLVED that the Mayor and finance director each are hereby authorized and directed to execute the Agreement attached hereto as Exhibit and to deliver an executed original thereof to the above-referenced parties. IT IS FURTHER RESOLVED that the Mayor and finance director are each hereby authorized and directed to take such further action as may be appropriate in order to effect the purpose of this Resolution and the Interlocal Agreement authorized thereby. BE IT FURTHER RESOLVED that an executed of said Interlocal Agreement shall be posted on the city of Pullman and shall be effecti site of I ADOPTED by the City Council of the ty regular meeting held on the 12tà Approved as to Form: j I · 1 , . . q tro e C1·ty orney Laura D. 9 McAloon Directop"' Mulhp.tfand _ _ _ FILED NOV I 3 2013 P ir;:Mr.LEHK'S CJI i ICE AN WASH/NU 10v ---PAGE BREAK--- INTERLOCAL AGREEMENT FOR ENHANCED 911 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM I. PREAMBLE This Agreement (AGREEMENT) made and executed this d\Jrll day of l./l)YEl1BE& , 201.3..Ȏ by and between the county of Whitman, a political subdivision of the state of Washington, (COUNTY), the city of Pullman, a corporation of the state of Washington (CITY), and Washington State University, an institution of higher education and an agency of the state of Washington (UNIVERSITY), hereinafter collectively referred to as the PARTIES. II. RECITALS A. This AGREEMENT is entered into pursuant to the authority of the Interlocal Cooperation Act, Chapter 39.34 of the Revised Code of Washington. B. The legislature of the state of Washington has directed that each county of the state of Washington, singly or in combination with adjacent counties, implement district wide, countywide, or multicounty wide enhanced 911 emergency communications and dispatch systems. C. The PARTIES have recognized that establishment of a single Enhanced 911 Emergency Communications and Dispatch System is the most cost effective means to provide emergency communications service for all of Whitman County and the surrounding area. D. Chapter 82.14B of the Revised Code of Washington establishes taxing authority for the COUNTY to fund an emergency services communications system, and RCW 82.14B.020 currently defines "emergency service communications system" as: a multicounty, countywide, or district wide radio or landline communications network, including an enhanced 911 telephone system, which provides rapid public access for coordinated dispatching of services, personnel, equipment, and facilities for police, f"ire, medical, or other emergency services. E. The COUNTY, CITY, and UNIVERSITY entered into an interlocal agreement in 1996, which was subsequently amended in 2002, to provide a countywide Enhanced 911 emergency communications and dispatch services system (WHITCOM). That interlocal agreement was replaced with a new interlocal agreement for Enhanced 911 Emergency Communications and Dispatch System in 2004 and subsequently amended in 2005 to the current form of the interlocal agreement recorded on December 14, 2005, under Whitman County Auditor Record No. 668281 (2005 INTERLOCAL AGREEMENT). Now, in order to reflect changes to the PARTIES' responsibilities under the 2005 INTERLOCAL AGREEMENT, and to reflect current business and operational practices, the PARTIES now mutually agree that the 2005 INTERLOCAL AGREEMENT shall be rescinded in its entirety and the instant agreement shall replace and supersede all terms of the 2005 INTERLOCAL AGREEMENT. INTERLOCAL AGREEMENT FOR ENHANCED 91 1 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM EXHIBIT"A" PAGE 1 OF13 0"748,5 ---PAGE BREAK--- F. In addition to their direct financial contribution, the PARTIES acknowledge that there are tangible and intangible benefits contributed by the PARTIES to facilitate the operation of the existing WHITCOM system that will not be fully reimbursed through the cost-sharing allocations provided in this AGREEMENT. NOW, THEREFORE, it is hereby agreed by the PARTIES as follows: A. Intent Of The Parties III. PURPOSE This AGREEMENT memorializes the PARTIES' intent to continue the operation of an independent agency, WHITCOM, by interlocal agreement to operate the Whitman County Enhanced 911 Emergency Communications and Dispatch Center. WHITCOM will serve as the single Public Safety Answering Point (PSAP) and emergency communications and dispatch center for all police, fire, and emergency services providers in Whitman County and for the Contract Subscribers in the surrounding area, currently including the City of Moscow, Idaho, and Asotin County, Washington. B. Level Of Service It is the intent of the PARTIES that the level of emergency communications and dispatch service provided by WHITCOM to the PARTIES under this AGREEMENT shall be the same or higher than that which existed at the time that the Agreement was filed on April 19, 2004. IV. ADMINISTRATION OF WHITCOM A. Administration Of Whitcom By the tenns of this interlocal agreement, WHITCOM is hereby continued by the PARTIES as the E-911 emergency communications and dispatch center and PSAP for all of Whitman County and the surrounding areas under the jurisdiction of the Contract Subscribers, currently including the City of Moscow, Idaho, and Asotin County, Washington. B. Whitcom Executive Board 1. The WHITCOM Executive Board is hereby authorized by the PARTIES to this AGREEMENT to administer the operations of WHITCOM and the implementation of this AGREEMENT. The Executive Board shall meet once a month. The Executive Board shall resolve issues that are not addressed specifically in this AGREEMENT or in the approved WHITCOM annual budget. The Executive Board shall not decide issues that would have the effect of modifying this AGREEMENT or the approved WHITCOM budget, and shall refer the resolution of those issues to the PARTIES to address. The WHITCOM Executive Board shall consist of two voting members each from the COUNTY, the CITY and the UNIVERSITY; specifically including, a COUNTY Commissioner, the COUNTY sheriff, the UNIVERSITY Vice President for Finance and Administration or designee, the UNIVERSITY Chief of INTERLOCAL AGREEMENT FOR ENHANCED 9 l I EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM PAGE 2 OF13 ---PAGE BREAK--- Police, the City Supervisor or designee, and the City Fire Chief as voting members of the Executive Board. The City Chief of Police, a representative of Whitman County emergency management, and a representative of each Contract Subscriber, currently including Asotin County, Washington, and the City of Moscow, Idaho, shall be ex-officio members of the Executive Board and shall be allowed to address concerns regarding policies, procedures and operating protocols to be used by WHITCOM in providing emergency communications and dispatch services to the areas within their jurisdiction, but shall not have the right to vote. 2. The Executive Board shall: a. Develop, monitor, manage, adapt and amend, as necessary, the policies, procedures, and operating protocols required for the operation of WHITCOM; and b. Authorize expenditures for the acquisition, purchase, and disposal of property and equipment as deemed necessary to fulfill the objectives of this AGREEMENT consistent with the approved WHITCOM budget; and c. Provide a fee schedule to be charged to Contract Subsclibers for the cost of any Emergency Communications Services provided by WHITCOM to such entities; and d. Supervise preparation of the annual budget of revenues and expenditures for the operation of WHITCOM for approval by each PARTY of its proportionate share of allocated costs and expenses; and e. Determine those indirect contributions provided by each entity that is party to this interlocal AGREEMENT; and f. Purchase general liability, property and casualty insurance to protect the PARTIES from liability arising out of the operation of and to provide for the replacement of WHITCOM property and equipment damaged or destroyed as a result of fire or a casualty event. 3 . The Executive Board shall have specific responsibility for ensuring that the law enforcement data communications network and any criminal history records information received by means of such network shall be used solely for the purposes of the administration of the criminal laws or other purposes authorized under applicable state and federal laws. The Executive Board shall establish the rules and regulations for WHITCOM deemed necessary to comply with all applicable provisions of state or federal law to properly restrict access to, and provide security for, any criminal justice records information received by or through the means of the WHITCOM E-9 11 emergency communications network. 4. Executive Board meetings will be conducted according to Robert's Rules of Order. INTERLOCAL AGREEMENT FOR ENHANCED 911 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM PAGE 3 OF13 ---PAGE BREAK--- The Chair and the Vice Chair of the Board shall serve a one-year term to commence May 1 each year and end April 30 of the following year. Selection of the Chair and Vice Chair, who must be members of the Finance Committee, shall be by majority vote of the members of the Executive Board. Executive Board meetings will be held once per month on a date, and at a time and a location determined by the Board. 5. Agencies that become participating agencies in WHITCOM shall meet equipment standards that are compatible with WHITCOM, as determined by the Executive Board. Once equipment is approved by WHITCOM no participating agency in the Enhanced 911 emergency communications system will employ equipment requiring an additional cost or affecting the operations of WHITCOM without approval of the WHITCOM Executive Board. C. Finance Committee 1. To enhance the financial management and operation of WHITCOM and to protect the financial investments of all participating PARTIES, a Finance Committee composed of three Executive Board members shall be created. Membership of the Finance Committee will consist of the following representatives: a. One Whitman County Commissioner representing the COUNTY; and b. The Pullman City Supervisor, or designee, representing the CITY; and c. The WSU Vice President for Finance and Administration, or designee, representing the UNIVERSITY. 2. The Finance Committee will report to the WHITCOM Executive Board. 3. The Finance Committee will meet as needed, and at least twice a year. The first meeting will be in the 1st quarter of the year to review the previous year's revenues and expenses to determine if WHITCOM is meeting the. financial goals set in the Annual Budget. The second meeting of the Finance Committee will occur in the 3111 quarter of the year to review the preliminary WHITCOM budget for the following year, and to make recommendations to the Executive Board on the appropriate allocation of costs to the PARTIES for the operation of WIIlTCOM. D. WHITCOM Director 1. The WHITCOM Executive Board shall appoint a WHITCOM Director. The WHITCOM Director will be responsible to the Executive Board for the administration of the personnel necessary for the operation of the E-911 emergency communications and dispatch center, the implementation of the WHITCOM annual budget, and the enforcement of the policies and procedures adopted by the Executive Board for the operation of WHITCOM. 2. The WHITCOM Director shall: lNTERLOCAL AGREEMENT FOR ENHANCED 911 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM PAGE40F13 ---PAGE BREAK--- a. Manage the day-to-day operations of WHITCOM and hire the emergency communications employees that serve WHITCOM; and b. Ensure that the level of training of all WHITCOM employees meets applicable standards set by state and federal law; all WHITCOM employees will meet standards, accreditation and certification in the time frames recommended, adopted or mandated by the State E-911 Office; and c. Advise the Executive Board, as necessary, on personnel decisions relating to WHITCOM emergency communications employees; and d. Be responsible for the proper execution of the WHITCOM budget, maintain proper financial accounts to manage accounts payable and receivable, and provide expenditure reports to the PARTIES; and e. Develop and recommend to the Executive Board, as necessary, policies, procedures, and operating protocols for WHITCOM; and f. Advise the Executive Board regarding the need for equipment, technical improvements, and upgrades to the WHITCOM emergency communications center; and g. Prepare state and federal grant applications for the operation of WHITCOM and administer all grants received by WHITCOM; and h. Manage and make the Spillman Data Records System available to all PARTIES, subject to safeguards adopted by the Executive Board to protect confidentiality; and i. Manage the Geobase, including maintenance of the Master Street Address Guide (MSAG) and Automatic Number Identifier-Automatic Location Identifier (ANI-ALI) database for all of Whitman County and the surrounding area of the Contract Subscribers. V. FINANCING OF WHITCOM A. COUNTY Responsibilities 1. The Board of County Commissioners of Whitman County is, by statute, responsible for implementation and operation of an "emergency services communications system" within Whitman County. 2. The COUNTY shall provide administrative support to WHITCOM including, but not limited to, collection of tax and grant funds as may be required. The Whitman County Prosecuting Attorney's Office shall provide routine legal advice and act as INTERLOCAL AGREEMENT FOR ENHANCED 911 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM PAGES Of 13 ---PAGE BREAK--- counsel for WHITCOM to the extent that the Whitman County Prosecutor, in his or her sole discretion, deems that they have both the time and expertise to do so and that a non waived conflict does not exist. In the event that the Whitman County Prosecutor's Office does not provide legal counsel to WHITCOM on any matter, the City of Pullman's contract City Attorney may provide such representation if in the opinion of the City Attorney and the City of Pullman it is appropriate to do so and a non-waived conflict does not exist. In the absence of legal representation by the Prosecutor's Office or the City Attorney, WHITCOM may retain outside legal counsel in that matter. The cost of any said outside counsel shall be an administrative expense of WHITCOM. Should WHITCOM contract for its legal services on a permanent basis, neither the Prosecutor's Office nor the City Attorney will be obligated to provide further legal services for WHITCOM. 3. The COUNTY shall review and provide preliminary approval or disapproval of the COUNTY's allocated share of the expenses of WHITCOM as determined by the Executive Board for the annual WHITCOM budget preparation. 4. The COUNTY shall pay its allocated share of the annual unfunded costs and expenses of WHITCOM operations as determined by the Executive Board, acting on the recommendation of the Finance Committee. 5. The COUNTY shall maintain a dedicated fund(s) into which any taxes received by the COUNTY for E-9 1 1, and any grant and contract funds received by the COUNTY for E-911 shall be deposited as may be required for funds not directly collected by WHITCOM. The funds in these COUNTY accounts shall be electronically transferred to WHITCOM's financial accounts. WHITCOM shall maintain an account into which revenues shall be deposited. 6. The COUNTY shall work with the WHITCOM Director to obtain all possible funding available for the enhanced 911 emergency communications system. B. CITY Responsibilities 1. The CITY shall pay its allocated share of the annual unfunded costs and expenses of WHITCOM operations as detennined by the Executive Board, acting on the recommendation of the Finance Committee. 2. The CITY shall review and provide preliminary approval or disapproval of the CITY'S allocated share of the expenses of WHITCOM as determined by the Executive Board for the annual WHITCOM budget preparation. 3. The CITY shall provide administrative support, including but not limited to, human resources support, and legal counsel on a particular matter when the Prosecuting Attorney's Office decides not to provide legal counsel on that matter and, in the opinion of the City Attorney and the City of Pullman, it is appropriate to do so and a non-waived contlict does not exist. In the absence of legal representation by the Prosecutor's Office or the City Attorney, WHITCOM may retain outside legal counsel in that matter. The INTERLOCAL AGREEMENT FOR ENHANCED 911 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM PAGE 6 OF13 ---PAGE BREAK--- cost of any said outside counsel shall be an administrative expense of WHITCOM. Should WHITCOM contract for its legal services on a permanent basis, neither the Prosecutor's Office nor the City Attorney will be obligated to provide further legal services for WHITCOM. · 4. The CITY shall provide Information Technology support services to WHITCOM based on the same fully allocated cost basis charged to City departments. C. UNIVERSITY Responsibilities 1. The UNIVERSITY shall pay its allocated share of the annual unfunded costs and expenses of WHITCOM operations as determined by the Executive Board, acting on the recommendation of the Finance Committee. 2. The UNIVERSITY shall review and provide preliminary approval or disapproval of the UNIVERSITY'S allocated share of the expenses of WHITCOM as determined by the Executive Board for the annual WHITCOM budget preparation required. 3. The UNIVERSITY shall provide administrative support, including but not limited to, payroll and benefit services and associated required reports for WHITCOM. D. Allocation Of WHITCOM Costs To Parties 1. Allocation Of Costs-Capital Expenditures a. The cost of the WHITCOM emergency communications site and the major capital expenditures necessary for equipment to operate the facility, will be shared based on one-third (113) proportionate share allocated to each PARTY, reduced by any grants for such expenditures from whatever source received and any contribution from Subscribers for such expenditures, however derived. b. Major capital expenditures are defined as computers, consoles, servers, a n d equipment that have an expected useful life of more than five years, or that cost more than $10,000 and that are used solely by WHITCOM to provide emergency communications and dispatch services, including the core equipment necessary for the Spillman Data Records System. 2. Allocation Of Costs-Operations a. The formula for allocation of WHITCOM operating costs to the PARTIES shall be divided so that the COUNTY, the CITY and the UNIVERSITY each pay a one-third share of the remaining operational expenses. b. The Executive Board, acting on the recommendations of the Finance Committee, shall jointly develop the budget for WHITCOM operations for the succeeding year. INTERLOCAL AGRE;EMENT FOR ENHANCED 911 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM PAGE 7 OF13 ---PAGE BREAK--- c. There shall be deducted from the approved WHITCOM budget amount the expected tax revenues, grants and other funds to be received by all PAR TIES from the state or federal governments for E-911, and any revenues to be received by WHITCOM for the emergency communications and dispatch services provided to Contract Subscribers. The PARTIES shall then be assessed their proportionate share of the remaining WHITCOM budget amount as recommended by the Finance Committee and adopted by the Executive Board. 3. Disapproval Of Expenses a. In the event a PARTY contemplates disapproval of its share of WHITCOM expenses, as submitted by the Executive Board, it shall communicate to the Executive Board, with reasonable specificity, the reasons it contemplates disapproval within thirty (30) days of receipt of the proposed WHITCOM annual budget. b. If the Executive Board is unwilling to recommend a change in the amount of the allocations, and a PARTY to this AGREEMENT formally disapproves of its allocated share, its disapproval shall be treated as a tennination of the AGREEMENT in accordance with Section VIII. c. In the event of such disapproval, the PARTY disapproving agrees to pay its allocated share of WHITCOM expenses until termination, provided such allocated share may not exceed the prior year's allocation for the PARTY plus 10 percent of the PARTIES' prior-year share. 4. Payments Of Expenses Each PARTY'S allocated share of WHITCOM expenses and each Contract Subscriber's annual contribution to the WHITCOM costs shall be divided into four ( 4) equal quarterly installments. Each PARTY and Contract Subscriber, at the beginning of each quarter shall pay its quarterly installment payment as invoiced by WHITCOM. The PARTIES and Contract Subscribers shall make their respective payments to WHITCOM no later than the l 01h calendar day of the first month of each quarter following provision of Emergency Communication Services by WHITCOM. VI. LIABILITY AND INSURANCE A. Any loss or liability for WHITCOM operations, for the acts or omissions of WHITCOM employees performing WHITCOM functions, and for the acts or omissions of the WHITCOM Executive Board shall be borne by WHITCOM exclusively. WHITCOM liability shall not extend to unilateral acts or omissions of the COUNTY, the UNIVERSITY, or the CITY arising out of the control and administration of their respective personnel or administration functions undertaken with respect to, or arising out of, WHITCOM operations. Each PARTY shall defend, indemnify and save all other PARTIES harmless from any and all claims arising out of that PARTY's negligent perfonnance of this AGREEMENT. INTERLOCAL AGREEMENT FOR ENHANCED 911 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM PAGES OF 13 ---PAGE BREAK--- B. The WHITCOM Executive Board shall procure liability insurance coverage in an amount it determines to be adequate and as approved by the Executive Board, for WHITCOM operations. C. The WHITCOM Executive Board shall procure property and casualty insurance in an amount it determines is adequate to cover the replacement of property owned by WHITCOM. D. Each of the PARTIES to this AGREEMENT shall be named as insureds under the WHITCOM insurance policies. The insurance provided under this Section shall be primary and non contributory for the liability and property losses covered. The costs of insurance shall be a cost of WHITCOM to be shared by all the PARTIES in accordance with the cost-sharing formula determined annually by the Executive Board on the recommendation of the Finance Committee. VII. INDEMNIFICATION A. No PARTY to this AGREEMENT is responsible for the acts and/or omissions of the other PARTIES, or their officers, employees, or agents. B. Each PARTY: 1. Shall indemnify, defend, and hold hannless the other PARTIES, their agents, officers, and employees from, and shall process and defend at its oWn. expense, any and all claims of whatsoever kind or nature, with respect to that PARTY'S acts or omissions of services in response to E-911 or dispatch calls from WHITCOM. 2. Each PARTY shall hold hannless the other parties for the acts or omissions of their respective public safety personnel. VIII. DURATION This AGREEMENT shall be effective upon filing with the Whitman County Auditor and shall remain in effect until one or more PARTIES gives written notice of termination as provided in Section VIII or as subsequently replaced with a revised interlocal agreement. IX. T ERMINATION A PARTY may withdraw from this AGREEMENT by giving notice as provided for in Section XII of this AGREEMENT, at least one year in advance of the withdrawal date. If, after one or more PARTIES have withdrawn, there remains only one signatory agency bound by this AGREEMENT, this AGREEMENT shall be deemed terminated. X. DISPOSITION OF ASSETS UPON TERMINATION A. Notwithstanding any provisions of this AGREEMENT, the state legislative mandate calling for implementation of an enhanced 9 1 1 system statewide dictates that the COUNTY provide an enhanced 91 1 system to serve all of Whitman County; thus, withdrawal from this INTERLOCAL AGREEMENT FOR ENHANCED 91 1 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM PAGE 90F 13 ---PAGE BREAK--- AGREEMENT by the CITY and/or the UNIVERSITY shall not interfere with the COUNTY'S obligations to maintain and operate the enhanced 911 emergency services communications system. B. All assets acquired by WHITCOM with joint financial contributions of the PARTIES shall become the joint property of the PARTIES. Should a PARTY withdraw prior to the tennination of the AGREEMENT, it may not demand or obtain liquidation of its interest in such assets until the entire AGREEMENT is terminated, but shall share equally in the distribution of the assets at the termination. C. Assets of WHITCOM acquired solely with dedicated and identified tax funds or grants, as distinguished from general receipts, received by the COUNTY shall be the sole property of the COUNTY and shall be dedicated exclusively for the emergency services communications system, in furtherance of the purposes stated herein, and such ownership shall not be affected by the COUNTY'S withdrawal from this AGREEMENT. D. No PARTY to this AGREEMENT shall have the right to claim a refund of funds already contributed to the operations of WHITCOM, unless awarded in accordance with the Dispute Resolution Process in Section X herein. XI. DISPUTES In the event that a dispute arises under this AGREEMENT that the PARTIES cannot resolve, they shall first attempt mediation of the dispute by an impartial mediator satisfactory to all of the PARTIES. If mediation is not successful, the dispute shall be decided by a Dispute Panel in the following manner. Each PARTY shall appoint, and pay the cost of, one member to the Dispute Panel. The members so appointed shall jointly appoint two additional members to the Dispute Panel. The Dispute Panel shall review the facts, the terms of this AGREEMENT, and applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Panel shall be final and binding on the PARTIES. The PARTIES shall equally share the cost of a mediator and of the two additional members of the Dispute Panel. XII. REMEDIES A. Nonpayment. A PARTY may enforce against any other PARTY nonpayment of amounts detennined to be due by a majority of the Executive Board. B. Waiver. Each PARTY waives as to the other PARTIES any incidental or consequential damages for breach of the AGREEMENT. C. Other Remedies. Any PARTY may enforce the provisions of this AGREEMENT through the Disputes process provided in Section X. No other remedy is intended by this AGREEMENT except withdrawal in accordance with the terms of the AGREEMENT. INTERLOCAL AGREEMENT FOR ENHANCED 91 1 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM PAGE lO OF 13 ---PAGE BREAK--- XIII. NOTICES All notices, requests, approvals, consents, or other communication that may be required by this AGREEMENT shall be given as follows: TO COUNTY: TO CITY: TO UNIVERSITY: Board of County Commissioners Chairperson 400 N. Main Street Colfax, WA 99111 Mayor City of Pullman 325 SE Paradise Street Pullman, WA 99163 Vice President for Finance and Administration Washington State University 442 French Administration Building P.O. Box 641045 Pullman, WA 99164-1045 XIV. RECORDS MAINTENANCE A. The PARTIES to this AGREEMENT shall each maintain books, records, documents, and other evidence which sufficiently and properly reflect all direct and indirect costs of WHITCOM expended by each PARTY in the performance of the responsibilities described in this AGREEMENT. These records shall be subject to inspection, review or audit upon request by personnel of each PARTY, other personnel duly authorized by each PARTY, the Office of the State Auditor, and federal officials so authorized by law. B. The PARTIES shall retain for six years after expiration of this AGREEMENT all books, records, documents and other material relevant to this AGREEMENT. The Office of the State Auditor, federal auditors, internal auditors and any persons duly authorized by the PARTIES shall have full access and the right to examine any of this material during this period. C. Records and other documents, in any medium, furnished by one PARTY to this AGREEMENT to any other PARTY, will remain the property of the furnishing PARTY unless otherwise agreed. The receiving PARTY will not disclose or make available this material to any third persons or entities without first giving notice to the furnishing PARTY and giving it a reasonable opportunity to respond. Each PARTY will utilize reasonable security procedures and protections to assure that records and documents provided by another PARTY are not erroneously disclosed to others. XV. AMENDMENTS This AGREEMENT may be amended by a g r e e m e n t of all PARTIES, executed in writing and appended to this AGREEMENT. INTERLOCAL AGREEMENT FOR ENHANCED 911 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM PAGE 11 OF13 ---PAGE BREAK--- XVI. ENTIRE AGREEMENT This is the entire AGREEMENT of the PARTIES for the administration of the WHITCOM Enhanced 911 Emergency Communications and Dispatch Center. This AGREEMENT is intended to supersede and replace all previous interlocal Agreements for emergency communication and dispatch services executed between the PARTIES. No other written or oral promise by any PARTY shall be considered to alter or affect this AGREEMENT. XVII. INTERPRETATION As a further condition of this contract, the PARTIES acknowledge that this AGREEMENT shall be deemed and construed to have been prepared mutually by each PARTY and it shall be expressly agreed that any uncertainty or ambiguity existing therein shall not be construed against any PARTY. IN WITNESS WHEREOF, the PARTIES have execut this AGREEMENT by and through their duly authorized representatives. WHITMAN COUNTY -2s·1a Date County Commissioner Date Date ATIEST: ll-2FJ--l.3 Maribeth Becker, Clerk of the Board Approved as to fonn: \ Attorney INTERLOCAL AGREEMENT FOR ENHANCED 911 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM - PAGE 12 OF13 ---PAGE BREAK--- WASHINGTON STATE (\IVERSITY -1 Z> I 11\\!J o do u Date Senior Counsel, Attorney for WSU INTERLOCAL AGREEMENT FOR ENHANCED 91 1 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM PAGE 13 0F 13 ---PAGE BREAK--- - RESOLUTION NO. R-86-15 A RESOLUTION AUTHORIZING THE EXECUTION OE' A FIRST AMENDMENT TO INTERLOCAL AGREEMENT FOR ENHANCED 911 EMERGENCY' COMMUNICATIONS AND DISPATCH SYSTEM. WHEREAS, the City Council for the city of Pullman has before it an amendment entitled "First Amendment to Interloca: Agreement for Enhanced 911 Emergency Communications and Dispatch System" which is attached hereto and marked as Exhibit and, WHEREAS, this Council believes it to be in the best interests of the city of Pullman to adopt said Amendment; now, therefore, IT IS HEREBY RESOLVED that the Mayor and finance director each are hereby authorized and directed to execute the Arr.endment attached hereto as Exhibit IT IS E'URTHER RESOLVED that the Mayor and finance director are each hereby authorized and directed to take such further action as may be appropriate in order to effect the purpose of this Resolution and the Amendment authorized thereby. BE IT E'URTHER RESOLVED that an executed copy of said Amendment shall be posted on the official Web site of the city of Pullman and shall be effective upon posting. ADOPTED by the City Council of th city of Pullman at a regular meeting held on the tth day of De ember , 2015. DATED this Qth day of Approved as to Form: I) - /J . l 1 ( ' - . l · á1ty A torney Laura D. McAloo; E'inance Director Leann L. Hubbard ---PAGE BREAK--- FIRST AL'\'IENDMENT TO INTERLOCAL AGREEMENT FOR ENHANCED 911 EMERGENCY COMMUNICATIONS AND DISPATCH SYSTEl\'I ' - . - . THIS FIRST AMENDMENT TO INTERLOCAL AGREEMENT FOR ENHANCED 91 lEMERGENCY COMMUNICATIONS AND DISPATCH SYSTEM (hereinafter referred to as "Amendment"), effective as of January 1, 2016, is made and entered into by and between the County of Whitman, a political subdivision of the state of Washington, (the "COUNTY"), the City of Pullman, a municipal corporation of the State of Wa8hington (the "CITY"), and Washington State University, an institution of higher education and an agency of the State of Washington (the "UNIVERSITY"), hereinafter collectively referred to as the "PARTIES." WITNESS ETH: WHEREAS, the PARTIES entered into that certain Interlocal Agreement for Enhanced 911 Emergency Communications and Dispatch System dated November 25, 2013 (the "Agreement"); nnd WHEREAS, the PARTIES desire to amend the Agreement to establish the County of Asotin, State of Washington and City of Moscow, State of Idaho, each as a voting member of the WHITCOM Executive Board. · NOW, THEREFORE, the COUNTY and WHITCOM agree to amend the Agreement as follows: 1. Section lV(B) of the Agreement shall be deleted in its entirety and replaced with the following: ' B. Whitcom Executive Board I. The Whitcom Executive Board is hereby authorized by the PARTIES to this Agreement to administer the operations of WHITCOM and the implementation of this AGREEMENT. The Executive Board shall meet once a month. The Executive Board shall resolve issues that are not addressed specifically in this AGREEMENT or in the approved WHITCOM annual budget. The Executive Board shall not decide issues that would have the effect of modifying this AGREEMENT or the approved WHITCOM budget, and shall refer the resolution of those issues to the PARTIES to address. The WHITCOM Executive Board shall consist of two voting members each from the COUNTY, the CITY and the UNIVERSITY; specifically including a COUNTY Commissioner, the COUNTY Sheriff, the UNIVERSITY Vice President for Finance and Administration or designee, the UNIVERSITY Chief of Police, the CITY Supervisor or designee, and the CITY Fire Chief as voting members of the Executive Board. The WHITCOM Executive Board shall also consist of one voting member each from Asotin County, Washington and City of Moscow, Idaho, specifically including a County Commissioner of Asotin County and the City Supervisor or designee of the City of Moscow. The CITY Chief of Police, a representative of the COUNTY emergency management, and a representative of each Contract ubscriber, (excluding Asotin County, Washington and the City o r-:r "q J j i ---PAGE BREAK--- • of Moscow, Idaho), shall be ex-officio members of the Executive Board and shall be allowed to address concerns regarding policies, procedures and operating protocols to be used by WHITCOM in providing emergency communications and dispatch services to the areas within their jurisdiction, but shall not have the right to vote. 2. Except as set forth in this Amendment, all of the provisions of the Agreement shall remain in full force and effect. 3. This Amendment may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same Amendment. IN WITNESS WHEREOF, the parties have set their h s and affixed their seals as of the date and year herein below written. COUNTY lc tJ!Jl;uO. County Commissioner ATTEST: UM 12.-Zl-16 Clerk of the Board Finance Director Approved as to form: / · ---PAGE BREAK--- 'VASHINGTON STATE UNIVERSITY Approved as to form: ttomey