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HomeMy WebLinkAbout11-20-17 Council Meeting SPECIAL ACCOMMODATIONS:  The City of Arlington strives to provide accessible meetings for people with disabilities. Please contact the  ADA coordinator at (360) 403‐3441 or 1‐800‐833‐8388 (TDD only) prior to the meeting date if special accommodations are required.    CALL TO ORDER  Mayor Barb Tolbert    PLEDGE OF ALLEGIANCE    ROLL CALL  Mayor Barb Tolbert – Kristin     APPROVAL OF THE AGENDA  Mayor Pro Tem Debora Nelson    INTRODUCTION OF SPECIAL GUESTS AND PRESENTATIONS    PROCLAMATIONS     PUBLIC COMMENT  For members of the public who wish to speak to the Council about any matter not on the Public Hearing  portion of the meeting.  Please limit remarks to three minutes.    CONSENT AGENDA    Mayor Pro Tem Debora Nelson              1. Minutes of the November 6 and November 13, 2017 Council Meetings       ATTACHMENT A   2. Accounts Payable  3. Interlocal Agreement (ILA) with Snohomish Health District for     ATTACHMENT B         per capita contribution    4. Professional Services Agreement with SAFEbuilt          ATTACHMENT C   5. Acceptance of All Terrain Vehicle (ATV) Donation         ATTACHMENT D  6. Amendments to Arlington Municipal Code (AMC) Title 2       ATTACHMENT E    PUBLIC HEARING    NEW BUSINESS   1. Setting the 2018 Property Tax Levy and EMS Levy        ATTACHMENT F      Staff Presentation:  Kristin Garcia      Council Liaison:  Mayor Pro Tem Debora Nelson          Arlington City Council Meeting                                                             Monday, November 20, 2017 at 7:00 pm        City Council Chambers – 110 E 3rd Street SPECIAL ACCOMMODATIONS: The City of Arlington strives to provide accessible meetings for people with disabilities. Please contact the  ADA coordinator at (360) 403‐3441 or 1‐800‐833‐8388 (TDD only) prior to the meeting date if special accommodations are required.  2. Approval of 2017 – 2018 Budget Amendments and Modifications   ATTACHMENT G      Staff Presentation:  Kristin Garcia      Council Liaison:  Mayor Pro Tem Debora Nelson    3. Extension of Interlocal Agreements (ILAs)              Fire District 21 – Arlington Rural           ATTACHMENT H     Fire District 24 – Darrington             ATTACHMENT I   Fire District 25 – Oso              ATTACHMENT J        Staff Presentation:  Dave Kraski       Council Liaison:  Jesica Stickles/Marilyn Oertle    4. Resolution for Complete Streets               ATTACHMENT K       Staff Presentation:  Marc Hayes      Council Liaison:  Mike Hopson/Jan Schuette    5. SNOPAC/SNOCOM Merger               ATTACHMENT L        Staff Presentation:  Jonathan Ventura      Council Liaison:  Jesica Stickles/Marilyn Oertle    DISCUSSION ITEMS    INFORMATION    ADMINISTRATOR & STAFF REPORTS    MAYOR’S REPORT    EXECUTIVE SESSION    RECONVENE    ADJOURNMENT  Mayor Barb Tolbert DRAFT Page 1 of 3 Council Chambers 110 East Third St November 6, 2017 Council Members Present: Mike Hopson, Jan Schuette, Debora Nelson, Chris Raezer, Sue Weiss, Jesica Stickles, and Marilyn Oertle. Council Members Absent: None. City Staff Present: Mayor Barbara Tolbert, Paul Ellis, Kristin Garcia, Jonathan Ventura, Jim Kelly, James Trefry, Dave Ryan, Dave Kraski, Sheri Amundson, Bryan Terry, Kristin Banfield, Kurt Patterson, Seth Kinney, and City Attorney Steve Peiffle. Also Known to be Present: Senator Kirk Pearson, Dana Brothers, Halley Berry, Cricket, Craig Christianson, Rich Senff, Mike Britt, Sarah Arney, and Doug Buell. Mayor Tolbert called the meeting to order at 7:00 pm, and the pledge of allegiance followed. APPROVAL OF THE AGENDA Mayor Pro Tem Debora Nelson moved and Councilmember Raezer seconded the motion to approve the agenda with the addition of an information item on Airport Security Cameras, which passed with a unanimous vote. INTRODUCTIONS OF SPECIAL GUESTS AND PRESENTATIONS Senator Kirk Pearson announced that he will be leaving the Washington State Senate to direct the Washington State USDA Rural Development office in Olympia. He thanked Mayor Tolbert and the City Council for the partnership and support over the last 17 years. PROCLAMATIONS City Clerk Kristin Banfield read the proclamation declaring November 2017 as Palliative Care month in the City of Arlington. She then introduced Dana Brothers who shared a few words about the importance of palliative and hospice care and the resources available. PUBLIC COMMENT Mike Britt, 332 N. Olympic Avenue, Arlington, stated he was opposed to the City’s purchase of the Howell property. Lindsay Dunn, 735 E. Highland Drive, Arlington, praised the declaration of November as Hospice and Palliative Care month. He reminded the meeting attendees of the Veterans Day Minutes of the Arlington City Council Meeting Minutes of the City of Arlington City Council Meeting November 6, 2017 Page 2 of 3 parade on Saturday, November 11 at 11:00 a.m. He also requested that a measure to improve the Arlington Library be placed on the ballot soon. CONSENT AGENDA Mayor Pro Tem Debora Nelson moved and Councilmember Chris Raezer seconded the motion to approve the Consent Agenda which was unanimously carried: 1. Minutes of the October 7, 2017 Budget Retreat, and October 16 and 23, 2017 Council meetings. 2. Accounts Payable: approval of EFT Payments and Claims Checks #92115 through #92248 dated October 17, 2017 through November 6, 2017 for $407,413.77. 3. Ordinance Adopting Changes to Arlington Municipal Code (AMC) Chapter 20.40‐1 and Chapter 20.08. 4. Authority to accept a grant from the Department of Ecology for stormwater. 5. Authority to accept a grant from the Community Economic Revitalization Board (CERB). PUBLIC HEARING Resolution Declaring Certain Vehicles as Surplus Central Purchasing Coordinator Kurt Patterson reviewed the proposed resolution declaring certain vehicles as surplus and authorizing their disposition at auction. Because one of the vehicles on the surplus list is a Utilities vehicle, a public hearing is required. Mayor Tolbert opened the public hearing at 7:13:03 p.m. No one from the public wished to speak on the matter and the public hearing was closed at 7:13:35 p.m. Mayor Pro Tem Debora Nelson moved and Councilmember Sue Weiss seconded the motion to approve the proposed resolution declaring certain vehicles as surplus and authorized the Mayor to sign it. The motion passed unanimously. 2018 Proposed Property Tax and EMS Levies With the use of a PowerPoint presentation, Finance Director Kristin Garcia reviewed the proposed 2018 property tax and EMS levies. Mayor Tolbert opened the public hearing at 7:16 p.m. No one from the public wished to speak on the matter and the public hearing was closed at 7:17 p.m. The Council will be requested to approve the proposed 2018 property tax and EMS levies at the November 20, 2017 Council meeting. 2017‐2018 Proposed Budget Modifications With the use of a PowerPoint presentation, Finance Director Kristin Garcia reviewed the proposed 2017‐2018 budget modifications. Mayor Tolbert opened the public hearing at 7:23 p.m. Lindsay Dunn, 735 E. Highland Drive, Arlington, inquired about the $250,000 for the railroad crossing on the Centennial Trail. Public Works Director Jim Kelly noted that this is a $250,000 grant from the Washington State Transportation Commission to address the safety issue that has developed at the railroad crossing on the Centennial Trail near 191st Street NE. Mr. Kelly stated that we have had 20 serious collisions at this location and a realignment of the trail is required to address the issue. Minutes of the City of Arlington City Council Meeting November 6, 2017 Page 3 of 3 No one else from the public wished to speak on the matter and the public hearing was closed at 7:26 p.m. The Council will be requested to approve the proposed 2017‐2018 budget modifications at the November 20, 2017 Council meeting. NEW BUSINESS Howell Purchase and Sale Agreement City Administrator Paul Ellis reviewed the proposed purchase and sale agreement for the Howell property, located at 404 N. Olympic Avenue. Discussion followed. Mayor Pro Tem Debora Nelson moved and Councilmember Chris Raezer seconded the motion to authorize the Mayor to sign the purchase and sale agreement for the Howell property. The motion passed unanimously. ADMINISTRATOR & STAFF REPORTS Update on Airport Security Cameras With the use of a PowerPoint presentation, Information Technology Manager Bryan Terry and Airport Director Dave Ryan updated the Council on the installation of security cameras at the Airport. City Administrator Paul Ellis thanked City staff for their creative, cost‐effective solutions to allow for the camera installations. City Administrator Paul Ellis reported that the 2016 State Audit was completed this morning. The City received a clean audit. Mayor Tolbert reported that the State Auditor’s office was highly complementary to city staff for their professionalism and cooperation during the audit. MAYOR’S REPORT Mayor Tolbert reminded the Council of the Sno‐Isle Libraries Issues that Matter forum on dementia that she will be moderating on Thursday, November 9 at the Stillaguamish Senior Center. COUNCIL REPORTS Councilmembers Hopson, Schuette, Nelson, Raezer, Stickles, and Oertle gave brief reports, while Councilmember Weiss had nothing to report this evening. EXECUTIVE SESSION None. ADJOURNMENT With no further business to come before the Council, the meeting was adjourned at 7:51 p.m. ______________________________________ Barbara Tolbert, Mayor DRAFT Page 1 of 3 Council Chambers 110 East Third Street November 13, 2017 Councilmembers Present: Mike Hopson, Marilyn Oertle, Debora Nelson, Jesica Stickles, Sue Weiss, Chris Raezer, and Jan Schuette. Council Members Absent: None. Staff Present: Mayor Barbara Tolbert, Paul Ellis, Dave Kraski, James Trefry, Jonathan Ventura, Marc Hayes, Kristin Banfield, and City Attorney Steve Peiffle. Also Known to be Present: Bob Nelson, Maxine Jenft, Joel Johnson, family and friends of Joel Johnson, Doug Buell, Lindsay Dunn, and Josh Roundy. Mayor Tolbert called the meeting to order at 7:00 pm, and the pledge of allegiance followed. APPROVAL OF THE AGENDA Mayor Pro Tem Debora Nelson moved to approve the agenda. Councilmember Chris Raezer seconded the motion, which passed with a unanimous vote. Introduction of Special Guests and Presentations City Clerk Kristin Banfield introduced Joel Johnson and presented him with the Mayor’s Volunteer Recognition Award for his leadership of Support 46. WORKSHOP ITEMS – NO ACTION WAS TAKEN Interlocal Agreement (ILA) with Snohomish Health District for per capita contribution City Administrator Paul Ellis reviewed the proposed Interlocal Agreement to establish terms and conditions for the Snohomish Health District to promote, facilitate, and undertake various health district programs and activities in the City of Arlington. In exchange, the City will make a $1.00 per capita contribution to the Snohomish Health District. Discussion followed. Extension of EMS Interlocal Agreements with Fire Protection Districts 21, 24 and 25 Acting Fire Chief Dave Kraski reviewed the proposed amendments to the interlocal agreements for EMS services to Fire Protection Districts 21, 24, and 25. The amendments would extend the agreements for an additional year. Discussion followed. Resolution for Complete Streets Community and Economic Development Director Marc Hayes reviewed the proposed resolution declaring Arlington’s commitment to develop and enact a Complete Streets Minutes of the Arlington City Council Workshop Minutes of the City of Arlington City Council Workshop November 13, 2017 Page 2 of 3 program throughout the city. The Complete Streets program is about creating a true multi‐ modal transportation network that is designed and operated to be safe, comfortable, and convenient for all users. Complete Streets is also about transforming streets into environments that provide a sense of belonging and engagement. Discussion followed.   Professional Services Agreement with SAFEbuilt WA, LLC for plan review, inspection, and Building Official services Community and Economic Development Director Marc Hayes reviewed the professional services agreement with SAFEbuilt WA, LLC to provide plan review, inspection, and Building Official services on an on‐call and as needed basis. The rate for plan review is 75% of the established city fee. All other services are charged at an hourly rate. Discussion followed. Interlocal Agreement and Ordinance Approving the Consolidation of Emergency Communications Services under Snohomish County 911 Police Chief Jonathan Ventura presented the proposed interlocal agreement and ordinance approving the consolidation of emergency communications services under Snohomish County 911. The ILA consolidating the two current emergency communications agencies, SNOCOM and SNOPAC, is the culmination of over a year and a half of work by the SNOCOM and SNOPAC boards. The newly consolidated Snohomish County 911 will start up on January 1, 2018. Discussion followed. Acceptance of donated All‐Terrain Vehicle(ATV) Police Chief Jonathan Ventura requested permission to accept the donation of an all‐terrain vehicle from Vine Street Group to assist the Arlington Police Department in patrol of difficult to reach terrain. Discussion followed. Amendments to Arlington Municipal Code Title 2 City Clerk Kristin Banfield reviewed the proposed ordinance updating Arlington Municipal Code Title 2 to reflect the current organizational structure of the City. This is a housekeeping matter. Discussion followed. Council requested the item be placed on the consent agenda of the November 20, 2017 council meeting. Miscellaneous Council Items None. Public Comment None. COUNCILMEMBER REPORTS Councilmembers Stickles, Nelson, and Schuette gave brief reports, while Councilmembers Weiss, Oertle, Raezer, and Hopson had nothing to report this evening. EXECUTIVE SESSION City Attorney Steve Peiffle announced an Executive Session to discuss matters of discussion of pending or potential litigation [RCW 42.30.110(1)(i)] and that Council may take action following the Executive Session. Minutes of the City of Arlington City Council Workshop November 13, 2017 Page 3 of 3 Council recessed to Executive Session, estimated to last no more than 25 minutes, at 7:58 p.m. At 8:23 p.m., the Council reconvened the meeting. Mayor Pro Tem Debora Nelson moved and Councilmember Chris Raezer seconded the motion to authorize the Mayor to sign a Settlement Agreement to settle the lawsuit filed by Jason Rhodes in a form acceptable to the City Attorney. The motion passed 6‐1. Mayor Pro Tem Debora Nelson moved and Councilmember Jesica Stickles seconded the motion to authorize the City Attorney commence a lawsuit to address the nuisance issues at 420 S. Cobb Street. The motion passed unanimously. ADJOURNMENT With no further business to come before the Council, the meeting was adjourned at 8:25 p.m. ____________________________ Barbara Tolbert, Mayor City of Arlington Council Agenda Bill Item: CA #3 Attachment B COUNCIL MEETING DATE: November 20, 2017 SUBJECT: Interlocal Agreement with Snohomish Health District for a per capita contribution for Health District Services ATTACHMENTS: Interlocal Agreement DEPARTMENT OF ORIGIN Administration; Paul Ellis – 360‐403‐4603 EXPENDITURES REQUESTED: $18,620 BUDGET CATEGORY: General Fund ‐ Other Gov’t Expenditures BUDGETED AMOUNT: LEGAL REVIEW: DESCRIPTION: The purpose of this agreement is to establish and define the terms and conditions for the cooperative efforts to be undertaken by the Snohomish Health District to promote, facilitate, and undertake various health district programs and activities. This interlocal agreement covers 2017, with the City contributing $1.00 per capita ($18,620) to the Snohomish Health District. HISTORY: ALTERNATIVES: None RECOMMENDED MOTION: I move to approve the interlocal agreement with Snohomish Health District and authorize the Mayor to sign it. ILA SHD_ARLINGTON PER CAPITA 1 of 5 INTERLOCAL AGREEMENT BETWEEN THE SNOHOMISH HEALTH DISTRICT AND THE CITY OF ARLINGTON PER CAPITA CONTRIBUTION FOR HEALTH DISTRICT SERVICES This Interlocal Agreement for Per Capita Contribution for Health District Services is entered into by and between the SNOHOMISH HEALTH DISTRICT, a Washington Municipal Corporation (the District) and CITY OF ARLINGTON a municipal corporation of the State of Washington (the City) – collectively (the Parties), for the purpose of providing for a per capita contribution by the City for Health District Services. RECITALS WHEREAS, This Agreement is made pursuant to the Interlocal Cooperation Act, Chapter 39.34 RCW; and WHEREAS, to promote the public health in Snohomish County, Washington, the Board of County Commissioners of Snohomish County, Washington, established a Health District on January 1, 1959, embracing all of the territory within Snohomish County, Washington, and all cities and towns therein; and WHEREAS, in 1966 the Snohomish Health District became the first local health jurisdiction in the state to organize a city-county cooperative health program with cities indicating a willingness to participate financially in support of Health District programs; and WHEREAS, on January 1, 1967, eleven of 18 cities and towns agreed to voluntarily contribute $0.50 per capita to the Health District in return for public health services; and WHEREAS, per capita contributions from towns and cities continued and in 1986, with such contributions ranging from $1.60 to $2.70 per capita until the early 1990s; and WHEREAS, in 1993, counties assumed exclusive financial responsibility for public health relying on Motor Vehicle Excise Tax (MVET) revenues; and WHEREAS, in 2000, the Washington State Legislature repealed MVET and backfilled only 90% of lost public health funds; and WHEREAS, state funding for local public health has decreased 65.7% from a peak of $27.29 per capita in 2000 to $9.36 per capita in 2014; and WHEREAS, the Health District has experienced a 22% decrease from its 2005 funding level while the county population has increased by 14 percent in the same 10-year period; and WHEREAS, since the “peak” of 2008, the Health District has reduced its staffing by 37 percent (85 FTE) due to static or declining revenues in the face of increased costs; and WHEREAS, the Health District ranks 34th out of 35 local health jurisdictions in the state for public health expenditures per resident; and WHEREAS, the Health District’s ability to perform its most essential functions have been severely compromised since the great recession; and WHEREAS, the Health District serves an essential public safety function whether ensuring safe food, schools, and septic systems, responding to disasters, or preventing and responding to disease outbreaks; and ILA SHD_ARLINGTON PER CAPITA 2 of 5 WHEREAS, threats to the public’s health in the form of foodborne illness such as E.coli and salmonella, communicable diseases such as pertussis, tuberculosis, measles, Zika, and Ebola and natural disasters such as the Oso/SR530 mud slide respect no municipal boundaries; and WHEREAS, public health is a shared responsibility and regional public health threats require regional responses and close partnerships with every city and town in Snohomish County; and WHEREAS, consistent with RCW 70.05, the Snohomish County Council is responsible for establishing the Snohomish Health District Board of Health, with jurisdiction coextensive with the boundaries of the county, to supervise all matters pertaining to the preservation of life and health of the people within its jurisdiction; and WHEREAS, an effective, regional public health response to the threats to public health in Snohomish County requires the cooperation, participation and support of Snohomish County and all of the cities and towns in Snohomish County; and WHEREAS, Snohomish County and the cities and towns therein seek to improve and sustain healthy years of life of their residents by engaging in an enhanced partnership with the Health District. This partnership will provide stable funding for public health priorities that would be established to meet the unique needs of each community. NOW, THEREFORE, in consideration of the agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the District agree as follows: 1. Purpose. A. The recitals set forth above are incorporated herein by this reference. B. The purpose of this Agreement is to establish and define the terms and conditions for the cooperative efforts to be undertaken by the City and the District to promote, facilitate, and undertake various programs and activities. 2. Term. The initial term of this Agreement shall be from January 1, 2017 to December 31, 2017. The term may be extended by mutual written agreement of the parties. 3. Scope of Services. A. Responsibilities of the City. The City shall contribute $1.00 per capita ($18,620) to the Snohomish Health District commencing January 1, 2017. Payment may be made in one lump sum on or before January 31, 2017, or in four (4) equal payments before the end of each quarter in 2017. B. Responsibilities of the District. The Health District shall provide basic essential public health services and functions such as ensuring safe food, and inspecting septic systems, responding to disasters, or preventing and responding to disease outbreaks. The District shall continue to make improvements as recommended in the Ruckelshaus report, including a sustainable funding model, updating the strategic plan and governance, as well as establishing priorities for existing funding and programming. The District will provide quarterly reports to the city identifying services provided to Arlington residents and businesses on or before May 31, 2017, August 31, 2017, November 30, 2017, and February 28, 2018. ILA SHD_ARLINGTON PER CAPITA 3 of 5 4. Legal Requirements. Both parties shall comply with all applicable federal, state and local laws in performing this Agreement. 5. Public disclosure laws. The City and the District each acknowledge, agree and understand that the other party is a public agency subject to certain disclosure laws, including, but not limited to Washington’s Public Records Act, chapter 42.56 RCW. Each party understands that records related to this Agreement and the District’s performance of services under this Agreement may be subject to disclosure pursuant to the Public Records Act or other similar law. 6. Insurance. Each party shall maintain its own insurance and/or self-insurance for its liabilities from damage to property and /or injuries to persons arising out of its activities associated with this Agreement as it deems reasonably appropriate and prudent. The maintenance of, or lack thereof of insurance and/or self-insurance shall not limit the liability of the indemnifying part to the indemnified party(s). Each party shall provide the other with a certificate of insurance or letter of self-insurance as the case may be upon request. 7. Indemnification. The District shall protect, save harmless, indemnify and defend the City its elected officials, officers, employees and agents, from and against any loss or claim for damages of any nature whatsoever, including claims by third parties or District employees against which it would otherwise be immune under Title 51 RCW or other law, arising out of any act or omission of the District in performance of this Agreement, its elected or appointed officials, officers, employees or agents, except to the extent the loss or claim is attributable to the negligence or willful misconduct of the City, its elected officials, officers, employees or agents. The City shall protect, save harmless, indemnify and defend the District, its elected and appointed officials, officers, employees and agents from and against any loss or claim for damages of any nature whatsoever, including claims by third parties or City employees against which it would otherwise be immune under Title 51 RCW or other law, arising out of any act or omission of the City in performance of this Agreement, its elected or appointed officials, officers, employees or agents, except to the extent the loss or claim is attributable to the negligence or willful misconduct of the County, its elected or appointed officials, officers, employees or agents. 8. Notices. Any notice/payment to be given to the District under this Agreement shall be either mailed or personally delivered to: Snohomish Health District 3020 Rucker Avenue, Ste 306 Everett, WA 98201 Any notice/invoice to the City shall be mailed or hand delivered to: City of Arlington 238 N Olympic Ave Arlington, WA 98223 Receipt of any notice shall be deemed effective three (3) days after deposit of written notice in the U.S. mail with proper postage and address. 9. Venue. ILA SHD_ARLINGTON PER CAPITA 4 of 5 The laws of the State of Washington shall apply to the construction and enforcement of this Agreement. Any action at law, suit in equity, or judicial proceedings for the enforcement of this agreement or any provision hereto shall be in the Superior Court of Snohomish County, Everett, Washington. 10. Disputes. The parties agree that, following reasonable attempts at negotiation and compromise, any unresolved dispute arising under this Agreement may be resolved by a mutually agreed-upon alternative dispute resolution of arbitration or mediation. 11. No third party beneficiaries; no joint venture. This Agreement is for the sole benefit of the City and District and shall not confer third-party beneficiary status on any non-party to this Agreement. Nothing contained in this Agreement shall be construed as creating any type or manner of partnership, joint venture or other joint enterprise between the parties. County employees who provide services under this Agreement shall at all times be acting in their official capacities as employees of Snohomish County. 12. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes any and all prior oral or written agreements between the parties regarding the subject matter contained herein. This Agreement may not be modified or amended in any manner except by written agreement executed by both parties. Both parties recognize that time is of the essence in the performance and the provisions of this Agreement. 13. Severability. A. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal or invalid, in whole or in part, the validity of the remaining provisions shall not be affected, and the parties’ rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. B. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 14. Filing. As provided by RCW 39.34.040, this Agreement shall be filed with the Snohomish County Auditor, or, alternatively, posted on the website of each party. 15. Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same agreement. ILA SHD_ARLINGTON PER CAPITA 5 of 5 16. Effective Date. January 1, 2017 City of Arlington Snohomish Health District Barbara Tolbert, Mayor Jefferson Ketchel, Interim Administrator ATTEST: ATTEST: City Clerk Approved as to Form: Approved as to Form: City Attorney Grant Weed, Health District Attorney City of Arlington Council Agenda Bill Item: CA #4 Attachment C COUNCIL MEETING DATE: November 20, 2017 SUBJECT: Professional Services Agreement with SAFEbuilt WA, LLC for Plan Review, Inspection and Building Official services ATTACHMENTS: Professional Services Agreement DEPARTMENT OF ORIGIN Community and Economic Development; Marc Hayes – 360‐403‐3457 EXPENDITURES REQUESTED: Varies BUDGET CATEGORY: 558 50 41 05 BUDGETED AMOUNT: $90,000.00 LEGAL REVIEW: DESCRIPTION: Professional Services Agreement to provide for plan review, building inspector and code official services on an on call/ as needed basis. The rate for plan review is 75% of established municipal fee, all other services are on an hourly rate basis. HISTORY: Community and Economic Development is in need of these building functions since the departure of our Building Official. The intent is to utilize contract services for an interim period so that we may evaluate how that model works both financially and in efficiencies. ALTERNATIVES: Approve or remand back to staff for additional information. RECOMMENDED MOTION: I move to approve the Professional Services Agreement with SAFEbuilt Washington, LLC. City of Arlington Council Agenda Bill Item: CA #5 Attachment D COUNCIL MEETING DATE: November 20, 2017 SUBJECT: Acceptance of donated all‐terrain vehicle (ATV) ATTACHMENTS: Police Department Memo, Price Quote, ATV photo DEPARTMENT OF ORIGIN Police; Jonathan Ventura – 360‐403‐4621 EXPENDITURES REQUESTED: None BUDGET CATEGORY: General Fund – Police Budget BUDGETED AMOUNT: ‐0‐ for this equipment LEGAL REVIEW: DESCRIPTION: Council is asked to accept the donation of a four‐wheeled all‐terrain vehicle (ATV) from the Vine Street Group to assist the Arlington Police Department. HISTORY: Many of those afflicted with addiction, homelessness and/or mental health challenges have been relegated to taking up habitation in undeveloped forested tracts of land adjacent to urban, suburban and retail districts in North Snohomish County. These encampments are most frequently clandestine and often located at great distance from navigable roadways intentionally to discourage and/or thwart detection and eviction from government and private lands by law enforcement. Due to steep terrain and narrow pathways, many of these encampments present significant challenges to emergency response and are only accessible by foot, bicycle, dirt bike, or ATVs of limited size. This also poses challenges for effective community outreach. By way of reference, the City of Arlington owns approximately 50 acres of forested property along the Stillaguamish River at Haller Park and the Arlington Municipal Airport covers more than 1,189 acres of land to include hundreds of forested acres. Each of these locations currently contain homeless encampments. First responders can use these specialty vehicles for community outreach, patrol, and emergency responses to these remote locations for incidents that require lifesaving interventions and/or the quick extraction of patients to a nearby location for transport to more advanced medical care. ALTERNATIVES: Take no action Do not accept donation RECOMMENDED MOTION: I move to accept a donation from the Vine Street Group in the form of an all‐terrain vehicle (ATV) to be used by the Police Department. 1 of 3 DATE: October 27, 2017 TO: Paul Ellis, City Administrator FROM: Jonathan Ventura, Chief of Police SUBJECT: Community Opioid Outreach (CO-OP) / Homeless Outreach ______________________________________________________________________ PURPOSE: Seeking grant funded opportunities to obtain vital equipment, specifically four-wheeled all-terrain vehicles (ATVs) to assist the Arlington Police Department in its mission of CO-OP, Mental Health, and Homeless Outreach. FACTS: The opioid epidemic experienced across our country in recent years has had a severe impact on Snohomish County and Arlington in particular. Thirty seven people in Snohomish County, to include Arlington, overdosed on opioids in one week last July. These overdoses resulted in three deaths.1 While heroin and other opioids have always been a serious concern for public safety and health professionals, over the last five years this issue has become a full-fledged public health crisis. An official governmentally controlled one (1) day “point in time” count of homeless persons in January of 2017 documented 75 “homeless” individuals within the City of Arlington.2 In an unofficial count, Arlington Police documented more than 200 homeless individuals within the immediate area (North Marysville/Arlington) over a slightly longer period of time. Many of those afflicted with addiction, homelessness and/or mental health challenges have been relegated to taking up habitation in undeveloped forested tracts of land adjacent to urban, suburban and retail districts in North Snohomish County. These City of Arlington Police Department 2 of 3 encampments are most frequently clandestine and often located at great distance from navigable roadways intentionally to discourage and/or thwart detection and eviction from government and private lands by law enforcement. Do to steep terrain and narrow pathways, many of these encampments present significant challenges to emergency response and are only accessible by foot, bicycle, dirt bike, or ATVs of limited size. This also poses challenges for effective community outreach. By way of reference, the City of Arlington owns approximately 50 acres of forested property along the Stillaguamish River at Haller Park and the Arlington Municipal Airport covers more than 1,189 acres of land to include hundreds of forested acres. Each of these locations currently contain homeless encampments. ANALYSIS: In an effort to improve the effective deployment of public safety resources, beginning in 2018 the Arlington Police Department will be working with the Snohomish County Sheriff’s Office, Snohomish County Human Services and the Marysville Police Department to form a Multi-Agency Homeless Outreach Team. The Homeless Outreach Team will work to identify, locate, and connect with homeless and vulnerable populations in Arlington, Marysville and North Snohomish County. Their goal is to foster long-term relationships and break the cycle of homelessness, mental health, and/or chemical dependency in our communities. This team will include Law Enforcement Embedded Social Workers (LEESWs) who provide an alternatives to law enforcement response to people who have frequent social service needs. The Outreach Team of law enforcement and social workers will assist frequent jail utilizers, the homeless, and the mentally ill to find services that will provide the help they need and lessen the likelihood of re-offending, law enforcement contact, or incarceration. The Homeless Outreach Team will greatly benefit by having access to ATVs to reach the most remote communities, such as the two described above. Additionally, first responders can use these specialty vehicles for community outreach, patrol, and emergency responses to these remote locations for incidents that require lifesaving 3 of 3 interventions and/or the quick extraction of patients to a nearby location for transport to more advanced medical care. There are safety requirements that often require the deployment of a minimum of two officers that necessitates the need for at least two (2) ATVs. RECOMMENDATION: The City of Arlington support the Police Department in seeking grant funded opportunities to obtain at least two (2) four-wheeled all-terrain vehicles (ATVs). These ATVs will assist the Arlington Department in its mission of CO-OP, Mental Health, Homeless Outreach, Patrol, and Emergency Responses to remote locations for incidents that require lifesaving interventions and/or the quick extraction. Thank you for your time and consideration. Sincerely, Jonathan Ventura Chief of Police ______________________________________________________________________ 1. Salyer, S. (2017, Aug 10). 37 people overdosed on opioids in 1 week in July, with 3 deaths. Retrieved August 23, 2017, from https://www.heraldnet.com/news/37-people-overdosed-on-opioids-in-1-week-in-july-with-3-deaths/ 2. Annual Point-in-Time Count, Snohomish County (2017). Retrieved from https://snohomishcountywa.gov/DocumentCenter/Home/View/41603 City of Arlington Council Agenda Bill Item: CA #6 Attachment E COUNCIL MEETING DATE: November 20, 2017 SUBJECT: Amendments to Arlington Municipal Code Title 2 ATTACHMENTS: Draft Ordinance Redlined Arlington Municipal Code Chapters 2.08, 2.12, 2.14, 2.32, 2.36, 2.70, 2.94, 2.98, and 2.116 DEPARTMENT OF ORIGIN Administration; Kristin Banfield – 360‐403‐3444 EXPENDITURES REQUESTED: None BUDGET CATEGORY: None BUDGETED AMOUNT: None LEGAL REVIEW: DESCRIPTION: This is a housekeeping item. Council is asked to update Arlington Municipal Code Title 2 to reflect the current organizational structure of the City. As part of the update, the Council is requested to add the position of Human Resources Director and remove the position of City Clerk from the code, as this is addressed in state law at RCW 35A.12.020 and RCW 35A.42.040. HISTORY: Title 2 of the Arlington Municipal Code was last updated in 2009. Since that time, the City’s organizational structure has gone through a number of changes. The code updates proposed address those changes. ALTERNATIVES: Take no action Do not amend AMC Title 2. RECOMMENDED MOTION: I move to approve the proposed ordinance adding, amending, and repealing certain sections of Title 2 of the Arlington Municipal Code relating to the roles and duties of personnel. ORDINANCE NO. 2017‐xxx 1 ORDINANCE NO. 2017‐xxx AN ORDINANCE OF THE CITY OF ARLINGTON, WASHINGTON ADDING, AMENDING AND REPEALING CERTAIN SECTIONS OF TITLE 2 OF THE ARLINGTON MUNICIPAL CODE RELATING TO THE ROLES AND DUTIES OF PERSONNEL WHEREAS, the City of Arlington, Washington has the authority to adopt ordinances for the general welfare of its citizens; and WHEREAS, certain provisions of the Arlington Municipal Code are outdated and require revision; and WHEREAS, the City Council of the City of Arlington has requested additional revisions to Title 2; NOW, THEREFORE, the City Council of the City of Arlington, Washington does hereby ordain as follows: Section 1. Arlington Municipal Code section 2.08.020 is amended to read as follows: 2.08.020 ‐ Compensation. The City Administrator shall be paid such compensation as shall be established in the city budget. Section 2. Arlington Municipal Code Chapter 2.12 is hereby repealed in its entirety. Section 3. Arlington Municipal Code Section 2.14.040 is amended to read as follows: 2.14.040 ‐ Compensation. The Finance Director shall be paid such compensation as shall be established in the city budget. Section 4. Arlington Municipal Code Section 2.32.030(A) is amended to read as follows: 2.32.030 ‐ Administration. A. The police department shall have a Police Chief, who shall be in general charge of the police department. The Police Chief shall be appointed by the Mayor, subject to confirmation by the City Council. The police chief may be removed by the Mayor ORDINANCE NO. 2017‐xxx 2 subject to any applicable law, ordinance, rule or regulation in force and effect at the time. Section 5. Arlington Municipal Code Section 2.32.060 is amended to read as follows: 2.32.060 ‐ Compensation. The Police Chief and all other full time city police officers shall be paid such compensation as shall be established in the city budget. Section 6. Arlington Municipal Code Section 2.36.110 is amended to read as follows: 2.36.110 ‐ Compensation. The Fire Chief and members of the fire department, including full‐time, part‐time and volunteers shall be paid such compensation as shall be established in the city budget. Section 8. The title of Chapter 2.70 is hereby amended to read “Airport Director”. Section 9. Arlington Municipal Code Section 2.70.010 is amended to read as follows: 2.70.010 ‐ Position created. There is created the position of Airport Director, said Airport Director to be such person as the city may contract with as an independent contractor to perform the duties set forth in this chapter, or such person as the city may hire as a city employee to perform said duties. Section 10. Arlington Municipal Code section 2.70.015 is hereby added: 2.70.015 – Appointment and removal The Airport Director shall be appointed by the Mayor, subject to the confirmation of the City Council. The Airport Director may be removed by the Mayor subject to any applicable law, ordinance, rule or regulation in force and effect at the time. Section 11. Arlington Municipal Code Section 2.70.020 is amended to read as follows: 2.70.020 ‐ Compensation. The Airport Director shall be paid such compensation as shall be established in the city budget. Section 12. Arlington Municipal Code Section 2.70.030 is amended to read as follows: 2.70.030 – Powers and Duties. ORDINANCE NO. 2017‐xxx 3 The Airport Director shall supervise all airport operations, create a biennial budget and monitor cash flows; work on long‐range master plans for the ultimate development of the airport, and comply with all applicable federal, state and local laws. Section 13. Arlington Municipal Code section 2.94.020 is amended to read as follows: 2.94.020 ‐ Public Works Director Position Created and Appointment. There is hereby created the position known as Public Works Director. The Public Works Director shall be appointed by the Mayor, subject to confirmation by the City Council. The Public Works Director may be removed by the Mayor subject to any applicable law, ordinance, rule or regulation in force and effect at the time. Section 14. Arlington Municipal Code Section 2.94.030 is hereby repealed in its entirety. Section 15. Arlington Municipal Code section 2.94.050 is amended to read as follows: 2.94.050 ‐ Compensation. The Public Works Director shall be paid such compensation as shall be established in the city budget. Section 16. The title of Chapter 2.98 is hereby amended to read “Community and Economic Development Department”. Section 17. Arlington Municipal Code section 2.98.010 is amended to read as follows: 2.98.010 ‐ Department created. There is hereby created the Community and Economic Development Department for the purpose of performing city planning, building, economic development, natural resources and code enforcement functions of the city. The department shall be managed by the Community and Economic Development Director, who shall have complete charge of all of the work of the department, and who shall be responsible for hiring and supervising employees of the department. Section 18. Arlington Municipal Code section 2.98.020 is amended to read as follows: 2.98.020 ‐ Community and Economic Development Director position created; appointment and removal. There is hereby created the position known as Community and Economic Development Director. The Community and Economic Development Director shall be appointed by the Mayor, subject to confirmation by the City Council. The ORDINANCE NO. 2017‐xxx 4 Community and Economic Development Director may be removed by the Mayor subject to any applicable law, ordinance, rule or regulation in force and effect at the time. Section 19. Arlington Municipal Code Section 2.98.030 is hereby repealed in its entirety. Section 20. Arlington Municipal Code section 2.98.040 is amended to read as follows: 2.98.040 ‐ Duties. It shall be the duty of the community and economic development director to administer the planning, building, natural resources and code enforcement functions of the department. Section 21. Arlington Municipal Code section 2.98.050 is amended to read as follows: 2.98.050 ‐ Compensation. The Community and Economic Development Director shall be paid such compensation as shall be established in the city budget. Section 22. A new Arlington Municipal Code Chapter 2.116 is hereby created and titled “Human Resources Director”. Chapter 2.116 – Human Resources Director Section 23. A new Arlington Municipal Code section 2.116.010 is hereby created to read as follows: 2.116.010 – Position created – Appointment and removal. There is created the position of Human Resources Director. The Human Resources Director shall be appointed by the Mayor, subject to confirmation by the City Council. The Human Resources Director may be removed by the Mayor subject to any applicable law, ordinance, rule or regulation in force and effect at the time. Section 24. A new Arlington Municipal Code section 2.116.020 is created to read as follows: 2.116.020 – Powers and duties The Human Resources Director is responsible for the smooth and cost‐effective operation of the city's human resources department, including providing consultation to management on strategic staffing plans, compensation, benefits, training and development, budget, and labor relations. ORDINANCE NO. 2017‐xxx 5 Section 25. A new Arlington Municipal Code section 2.116.030 is created to read as follows: 2.116.030 ‐ Compensation. The Human Resources Director shall be paid such compensation as shall be established in the city budget. Section 26. Severability. If any such provision, section, or part of this ordinance shall be adjudged to be invalid or unconstitutional, such adjudication shall not affect the validity of the ordinance as a whole or any section, provision or part thereof not adjudged invalid or unconstitutional. Section 27. Effective Date. A summary of this Ordinance consisting of its title shall be published in the official newspaper of the City, and shall take effect and be in full force five (5) days after the date of publication. PASSED by the City Council of the City of Arlington and APPROVED by the Mayor this ______ day of _____________________, 2017. CITY OF ARLINGTON ____________________________________ Barbara Tolbert, Mayor ATTEST: ___________________________________ Kristin Banfield, City Clerk APPROVED AS TO FORM: ___________________________________ Steven J. Peiffle, City Attorney Chapter 2.08 ‐ CITY ADMINISTRATOR   Sections: 2.08.010 ‐ Position created—Appointment and removal.   There is created the position of city administrator, which person shall be an employee of the city. The mayor shall have power to appoint the city administrator, subject to confirmation by the city council. The city administrator may be removed by the mayor only with the concurrence of the city council by a majority vote. 2.08.020 ‐ Compensation.   The city administrator shall be paid such compensation as shall be established each year in the annual city budget or salary ordinance of the city. 2.08.040 ‐ Duties.   Under the direction of the mayor, the city administrator shall have the following specific duties, powers and responsibilities, in addition to others provided in this chapter or otherwise: (1) To supervise, administer and coordinate the activities and functions of the various city offices, departments, commissions and boards in carrying out the requirements of the city ordinances and the policies of the city council, and to administer and supervise the carrying out of the decisions, regulations and policies of the various city departments; in general to have supervision over the administrative affairs and process of the city; (2) To regularly report to the mayor and the city council concerning the status of all assignments, duties, projects and functions of the various offices, departments, commissions and boards; (3) In cooperation with the city finance director, to assist in the preparation by the mayor and subsequent submission to the council, of the annual budget. The city administrator shall be responsible for its administration after adoption; (4) To serve as personnel officer for the city; (5) In cooperation with the finance director, to supervise purchasing by various city officials, departments, commissions and boards; (6) To supervise expenditures by the various city offices, departments, commissions and boards, for the purpose of keeping the same within the limitations of the annual budget for the city; (7) To attend all meetings of the city council and such other meetings as may be requested by the mayor and members of the city council; (8) To recommend for adoption by the mayor and council such measures as the city administrator deems necessary or expedient in the running of the business of the city; (9) In cooperation with the finance director, to keep the mayor and city council fully advised of the financial condition of the city and its future needs and to assist in the preparation and submission to the mayor and council of any reports necessary for the expedient running of the business of the city; (10) To investigate all complaints in relation to matters concerning the administration of the government of the city, and to see that all franchises and permits granted by the city are faithfully observed.   Chapter 2.12 ‐ CITY CLERK[2]   Sections:   Footnotes:   ‐‐‐ (2) ‐‐‐   For statutory provisions establishing general duties of the clerk and treasurer, see RCW 35.24.120 and 35.24.130. 2.12.001 ‐ Position established.   There is established the office of city clerk in and for the city of Arlington. (Ord. No. 1476, § 5, 11-2-2009) 2.12.010 ‐ Clerk—Appointment—Generally.   The mayor shall have the power of appointment and removal of the city clerk. Such appointment and removal shall be subject to confirmation by a majority vote of the city council. (Ord. 638 §1, 1973). (Ord. No. 1476, § 7, 11-2-2009) 2.12.020 ‐ Clerk—Term of office.   The term of office of the city clerk shall be for an indefinite period of time. (Ord. 638 §2, 1973). 2.12.040 ‐ Clerk—Duties.   The powers, duties and responsibilities of the city clerk shall be subject to the direction, authority and supervision of the city administrator and shall include, without limitation, the following: (1) Keep a full and true record of every act and proceeding of the city council and keep such books, accounts and make such reports as may be required by the office of the state auditor; (2) Record all ordinances passed by the city council, annexing thereto her/his certificate giving the number and title of the ordinance, stating the ordinance was published and posted according to law and that the record is a true and correct copy thereof; (3) Act as custodian of the seal of the city of Arlington, and exercising the authority to acknowledge the execution of all instruments by the city requiring such acknowledgment; (4) Perform all duties as specified in Chapter 35A.42 RCW for a city clerk, and all duties as imposed by law as an election officer for the city; (5) Serve as the public records officer of the city of Arlington and perform all such duties as imposed by law on the public records officer. (Ord. 638 §4, 1973). (Ord. No. 1476, § 9, 11-2-2009) 2.12.050 ‐ Clerk—Compensation.   The city clerk shall receive a salary in such amount as adopted in the annual city budget. (Ord. 638 §5, 1973). (Ord. No. 1476, § 10, 11-2-2009)    Chapter 2.14 ‐ FINANCE DIRECTOR   Sections: 2.14.010 ‐ Position established.   There is established the position of finance director in and for the city of Arlington. The position is established in lieu of, but with the same powers and responsibilities as, the position of city treasurer as defined by law. 2.14.020 ‐ Appointment.   The mayor shall have the power of appointment and removal of the finance director. Such appointment and removal shall be subject to confirmation by a majority vote of the city council. 2.14.030 ‐ Powers and duties.   The powers, duties and responsibilities of the finance director shall be subject to the direction, authority and supervision of the city administrator, and shall include, without limitation, the following: (1) Receive and safely keep all monies which come into the city treasury, and follow all laws of the state of Washington regarding the accountability therefor; (2) Keep such books, accounts and make reports as required by the office of the state auditor; (3) Exercise the duties and authority of the city treasurer as provided by Chapter 35A.42 RCW; (4) Exercise the duties and authority of auditing officer as provided by RCW 42.24.080 as applicable to the city; 2.14.040 ‐ SalaryCompensation.   The finance director shall be paid such compensation as shall be established in the city budget.The finance director shall receive a salary in such amount as adopted by the annual city budget.    Chapter 2.32 ‐ POLICE DEPARTMENT[5]   Sections:   Footnotes:   ‐‐‐ (5) ‐‐‐   State Law reference— For statutory provisions pertaining to the police department, see RCW 35.24.160. 2.32.010 ‐ Created.   A police department of the city is created, which department shall succeed the police department which has existed for many years. 2.32.020 ‐ Enforcement.   It shall be the duty of all city police officers to enforce the city ordinances, laws of the state and all other local, police, sanitary and other regulations as do not conflict with general laws. 2.32.030 ‐ Administration.   A. The police department shall have a police chief, who shall be in general charge of the police department. The police chief shall be appointed by the mayor, subject to confirmation by the city council. The police chief may be removed by the mayor subject to any applicable law, ordinance, rule or regulation in force and effect at the time.The police chief shall hold the appointment at the pleasure of the mayor. B. The chief of police shall, subject to the approval of the mayor, promulgate such rules and regulations pertaining to the administration of the police department as he/she may deem necessary and proper. C. The police chief shall, upon appointment, take an oath of office. 2.32.040 ‐ Appointment of personnel.   Subject to civil service laws and city ordinances the police chief will recommend to the mayor the appointments of police department personnel as may be appropriate and necessary for the proper performance of the duties of the police department. 2.32.050 ‐ Appointment of part‐time officers.   The mayor may appoint such other part-time city police officers as may be authorized by the city council from time to time. 2.32.060 ‐ Compensation.   The chief of police and all other full time city police officers shall be paid such compensation as shall be established in the city budget.The chief of police and all other full-time city police officers shall be paid such salary as adopted in the annual city budget.    Chapter 2.36 ‐ FIRE DEPARTMENT[6]   Sections:   Footnotes:   ‐‐‐ (6) ‐‐‐   For statutory provisions authorizing fire protection, see RCW 35.24.290 (5). For statutory provisions pertaining to volunteer firemen's benefits, see RCW 41.24. 2.36.001 ‐ Created—Supervision and control.   There is created and established a fire department, consisting of full paid and volunteer personnel. To be operated under direction and control of the fire chief. 2.36.002 ‐ Fire chief appointment and removal.   The fire chief shall be appointed by the mayor, subject to the confirmation of the city council. The fire chief may be removed by the mayor subject to any applicable law, ordinance, rule or regulation in force and effect at the time. 2.36.003 ‐ Powers and duties.   The fire chief shall have all of the powers granted, together with the duties imposed, by the laws of the state of Washington and ordinances of the city relating to operation of the fire department. 2.36.004 ‐ Appointment of personnel.   Subject to civil service laws and city ordinances the fire chief will recommend to the mayor the appointments of fire department personnel as may be appropriate and necessary for the proper performance of the duties of the fire department. 2.36.005 ‐ Personnel.   The fire department shall consist of such full paid and part-paid personnel in such numbers as shall be determined by the annual budget. 2.36.010 ‐ Relief and Pension Act—Enrollment.   All of the members of the volunteer fire department of the city are enrolled under the relief and compensation provisions of the Volunteer Firefighter's Relief and Pension Act of the state (RCW 41.24.010 et seq.) for the purpose of providing protection for all its firefighters and their families from death and disability arising in the performance of their duties as firefighters. 2.36.020 ‐ Relief and Pension Act—Retirement provisions.   Any member of the volunteer fire department of the city may enroll under the pension provisions of the Volunteer Firefighter's Relief and Pension Act of the state (RCW 41.24.010 et seq.) for the purpose of enabling any firefighter, so electing, to avail himself or herself of the retirement provisions of the act.  2.36.030 ‐ Death or disability protection—Fee.   An annual fee of ten dollars for each member of the fire department shall be paid by the city for the purpose of affording the members of the fire department with protection from death or disability as provided in the act. 2.36.110 ‐ Compensation.   The fire chief and members of the fire department, including full-time, part-time and volunteers shall be paid such compensation as shall be established in the city budget.The members of the fire department, including full-time, part-time and volunteers shall receive such compensation for their services as provided for in the annual budgets of the city.     Chapter 2.70 ‐ AIRPORT MANAGER DIRECTOR   Sections: 2.70.010 ‐ Position created.   There is created the position of airport managerdirector, said airport manager director to be such person as the city may contract with as an independent contractor to perform the duties set forth in this chapter, or such person as the city may hire as a city employee to perform said duties. In the event of such a contract, the terms of the employment and the method and time for termination maintenance operations, studies of annual budgets, working on long-range master plans for ultimate development of the airport, all while giving full consideration to needs of the city and the surrounding area. 2.70.015 – Appointment and removal  The airport director shall be appointed by the mayor, subject to the confirmation of the city council. The airport director may be removed by the mayor subject to any applicable law, ordinance, rule or regulation in force and effect at the time.   2.70.020 ‐ Compensation.   The airport director shall be paid such compensation as shall be established in the city budget.The airport manager shall be paid such sums as may be established each year in the annual budget or salary ordinance of the city. 2.70.030 ‐– Powers and Duties.   The duties of the airport manager shall includeThe airport director shall supervise all aspects of airport operations and maintenance and comply with all federal, state, and local laws.: (1) Performing any and all duties which heretofore have been or hereafter may be assigned by ordinance to the airport manager; (2) Scheduling, managing and overseeing all city personnel working on the airport or for the airport; (3) Administering the leases existing at the airport; (4) Conducting the negotiating of leases and their renewal, and sales of property, timber, gravel, easements and other rights on the airport, all in conjunction with other regularly or specially employed personnel of the city, including the city attorney, engineer, foresters, appraisers, etc.; (5) Assisting in preparing an agenda for all airport commission meetings, attending all such meetings, and reporting to the commission upon the operations of the airport; (6) Presenting to the airport commission such information pertaining to the airport and its operations as may have been developed in connection with the airport manager's functions; (7) Accumulating, centralizing, indexing and maintaining all technical, statistical and financial data concerning the operation of the airport in all fields, including but not limited to aviation, industrial development, recreation and other uses; (8) Attempting to obtain favorable lessees, licensees or other users of the airport in order to increase the economic base of the community, increase revenues of the airport, and upgrade the airport with respect to any one or all of the following aspects: Aviation, physical improvement or maintenance, and community betterment; (9) Formulating plans with respect to the airport, both short-range and long-range, including but not limited to activities ranging from week-to—week or month-to—month planning of maintenance operations, studies of annual budgets, working on long-range master plans for ultimate development of the airport, all while giving full consideration to needs of the city and the surrounding area. (Ord. 806 §l(part), 1982).    Chapter 2.94 ‐ DEPARTMENT OF PUBLIC WORKS   Sections: 2.94.010 ‐ Department created.   There is hereby created the public works department, which shall serve the safety, comfort and welfare of the city of Arlington by providing: water, wastewater, stormwater, and engineering services, including city engineer services; and maintenance of city facilities, public roads, parks, cemetery and airport infrastructure. The department shall be supervised by the public works director, who shall serve as its director, who shall have complete charge of all of the work of the department, and who shall be responsible for hiring and supervising employees of the department. 2.94.020 ‐ Public works director position created and appointment.   There is hereby created the position known as public works director. The public works director shall be appointed by the mayor, subject to confirmation by the city council, solely on the basis of professional experience, education and demonstrated knowledge of accepted practices relating to the duties of the department. The public works director may be removed by the mayor subject to any applicable law, ordinance, rule or regulation in force and effect at the time. 2.94.040 ‐– Powers and Duties.   It shall be the duty of the public works director to administer the utility, stormwater, engineering and maintenance functions of the department. 2.94.050 ‐ SalaryCompensation.   The public works director shall be paid such compensation as shall be established in the city budget.The salary of the public works director shall be that established in the annual city budget.   Chapter 2.98 - DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT DEPARTMENT Sections: 2.98.010 ‐ Department created.   There is hereby created the community and economic development department for the purpose of performing city planning, building, economic development, natural resources and code enforcement functions of the city. The department shall be supervised managed by the community development director, who shall serve as its director, who shall have complete charge of all of the work of the department, and who shall be responsible for hiring and supervising employees of the department. 2.98.020 ‐ Community and economic development director position created; and appointment and removal.   There is hereby created the position known as community and economic development director. The community  and economic development director shall be appointed by the mayor, subject to confirmation by the city council  The community and economic development director may be removed by the mayor subject to any applicable law,  ordinance, rule or regulation in force and effect at the time. 2.98.040 ‐ Duties.   It shall be the duty of the community and economic development director to administer the planning, building, natural resources and code enforcement functions of the department. 2.98.050 ‐ Compensation.   The community and economic development director shall be paid such compensation as shall be established in the city budget.     Chapter 2.116 – Human Resources Director   2.116.010 – Position created – Appointment and removal. There is created the position of human resources director. The human resources director shall be appointed by the mayor, subject to confirmation by the city council. The human resources director may be removed by the mayor subject to any applicable law, ordinance, rule or regulation in force and effect at the time. 2.116.020 – Powers and duties The human resources director is responsible for the smooth and cost-effective operation of the city's human resources department, including supervising and providing consultation to management on strategic staffing plans, compensation, benefits, training and development, budget, and labor relations. 2.116.030 - Compensation. The human resources director shall be paid such compensation as shall be established in the city budget.   City of Arlington Council Agenda Bill Item: NB #1 Attachment F COUNCIL MEETING DATE: November 20, 2017 SUBJECT: 2018 Proposed Regular Property Tax Levy and EMS Levy ATTACHMENTS: A Resolution to Increase the 2018 Regular Property Tax Levy A Resolution to Increase the 2018 EMS Tax Levy DEPARTMENT OF ORIGIN Finance; Kristin Garcia – Finance Director 360‐403‐3431 EXPENDITURES REQUESTED: N/A BUDGET CATEGORY: N/A BUDGETED AMOUNT: N/A LEGAL REVIEW: DESCRIPTION: The budget reflects an increase of 1% plus new construction for both the regular property tax levy and the EMS levy. This represents a budget increase of $61,242 in the regular property tax levy and an increase of $9,836 in EMS levy. Both levies will need to be set and resolutions remitted to Snohomish County by November 30, 2017. A public hearing on the proposed levies will be held on November 6, 2017. The resolutions will be brought forward to council for approval on November 20, 2017. HISTORY: A budget retreat was held on October 7, 2017 to discuss the proposed 2018 regular property tax and EMS levies. On October 23, 2017, staff reviewed the proposed tax levies and answered council questions. A public hearing was held on November 6, 2017. ALTERNATIVES: 1)Do not approve the 1% increase. RECOMMENDED MOTION: I move to approve the resolution of the City of Arlington to increase the 2018 regular property tax levy. I move to approve the resolution of the City of Arlington to increase the 2018 EMS tax levy. RESOLUTION NO. 2017 - XX A RESOLUTION OF THE CITY OF ARLINGTON TO INCREASE THE 2018 REGULAR PROPERTY TAX LEVY WHEREAS, the City Council of the City of Arlington has met and considered its biennial budget for the years 2017-2018; and WHEREAS, the City’s Regular Property Tax actual levy amount from the previous year (2017) was $4,047,304.10; and WHEREAS, the population of the City of Arlington is more than 10,000, and now therefore, BE IT RESOLVED by the City Council of the City of Arlington that an increase in the regular property tax levy is hereby authorized for the levy to be collected in the 2018 tax year. The dollar amount of the increase over the actual levy amount from the previous year shall be $40,473.04 which is a percentage increase of 1% from the previous year. This increase is exclusive of additional revenue resulting from new construction, improvements to property, newly constructed wind turbines, any increase in the value of state assessed property, any annexations that have occurred and refunds made. PASSED and APPROVED by the Mayor and City Council of the City of Arlington, at a regular meeting held on the 20th day of November, 2017. _____________________________ Barbara Tolbert, Mayor ATTEST: ___________________________ Kristin Banfield, City Clerk APPROVED AS TO FORM: ___________________________ Steve Peiffle, City Attorney RESOLUTION NO. 2017-XXX A RESOLUTION OF THE CITY OF ARLINGTON TO INCREASE THE 2018 EMS TAX LEVY WHEREAS, the City Council of the City of Arlington has met and considered its biennial budget for the years 2017 – 2018; and WHEREAS, the City’s EMS actual tax levy amount from the previous year (2017) was $958,365.79; and WHEREAS, the population of the City of Arlington is more than 10,000, and now therefore, BE IT RESOLVED by the City Council of the City of Arlington that an increase in the regular property tax levy is hereby authorized for the levy to be collected in the 2018 tax year. The dollar amount of the increase over the actual levy amount from the previous year shall be $9,583.66 which is a percentage increase of 1% from the previous year. This increase is exclusive of additional revenue resulting from new construction, improvements to property, newly constructed wind turbines, any increase in the value of state assessed property, any annexations that have occurred and refunds made. PASSED and APPROVED by the Mayor and City Council of the City of Arlington, at a regular meeting held on the 20th day of November, 2017. _____________________________ Barbara Tolbert, Mayor ATTEST: __________________________ Kristin Banfield, City Clerk APPROVED AS TO FORM: ___________________________ Steve Peiffle, City Attorney City of Arlington Council Agenda Bill Item: NB #2 Attachment G COUNCIL MEETING DATE: November 20, 2017 SUBJECT: 2017 – 2018 Budget Amendments and Modifications ATTACHMENTS: 2017 – 2018 Budget Amendments/Modifications Executive Summary 2017 Ordinance Amending the 2017 Budget 2017 Budget Amendments; General Fund and Other Funds 2017 Ordinance Modifying the 2018 Budget 2018 Budget Modifications; General Fund and Other Funds DEPARTMENT OF ORIGIN Finance; Kristin Garcia – Finance Director 360‐403‐3431 EXPENDITURES REQUESTED: 2017 ‐ $1,837,155 2018 ‐ $12,582,449 BUDGET CATEGORY: Various BUDGETED AMOUNT: 2017 ‐ $52,417,227 2018 ‐ $46,708,052 LEGAL REVIEW: DESCRIPTION: Please see executive summary for proposed budget amendments and modifications. The purpose of the public hearing is to review the proposed amendments and modifications and allow the public to comment. Applicable budget ordinances to amend and modify the 2017 and 2018 budgets will be brought forward for council approval on November 20. HISTORY: A budget retreat was held on October 7, 2017 to discuss the proposed 2017 budget amendments and 2018 budget modifications. At the October 23, 2017 workshop, staff reviewed the proposed budget amendments and modifications and answered council questions. A public hearing was held on November 6, 2017. City of Arlington Council Agenda Bill Item: NB #2 Attachment G ALTERNATIVES: 1)Do not approve the proposed amendments and modifications 2)Edit proposed amendments and modifications RECOMMENDED MOTION: I move to adopt the proposed ordinance amending the 2017 budget of the City of Arlington, providing transfer and adjustment authority and declaring an emergency. I move to adopt the proposed ordinance modifying the 2018 budget of the City of Arlington, providing transfer and adjustment authority and declaring an emergency. 1    2017 – 2018 Budget Amendment/Modification Executive Summary  A budget retreat was held on October 7, 2017 to discuss the proposed 2017 budget amendments  and 2018 budget modifications.  There are 3 items that council will need to approve to complete the  budget process this year, they are; amend the 2017 budget, modify the 2018 budget and set the  general property tax levy and EMS levy.  The council requested two changes to the proposed amendments/modifications;    1)  include $5,000 spending authority in both 2017 and 2018 in the social services fund   2) add spending authority in 2018 for a recruitment incentive for hiring of lateral police officers  The proposed amendments for 2017 total $1,837,155 and are to adjust for unexpected revenues  and cost increases.  The primary funding sources to pay for the proposed amendments are from  increases in operating revenue, grants, accumulated reserves, and donations.   Here is a summary of  the proposed amendments;   Leave buy out for known and anticipated retirements or other employment separation   Comp time payout provision in police union contract intended to reduce the city’s leave  liability and potentially reduce overtime   Credit card fees, jail costs, overtime, memberships, land rent and transfers to Cemetery Fund  for cash flow   Realignment of capital budgets to move budget to appropriate year of project spending   Current and projected interfund loans to EMS Fund and repayment of those loans   Increase transfers from operations to capital reserve fund for future project spending  The proposed modifications for 2018 total $12,582,449 and are to adjust for “now known” facts on  revenues and costs.  The primary funding sources to pay for the proposed modifications are from  accumulated capital reserves and grants. The modifications include $322,000 in discretionary  spending in the general fund for 2 police officers, a code enforcement position, an embedded social  worker position and an increase in training budgets (including funding for the tuition  reimbursement program).  The majority of the modifications are related to capital budget carryover  for the Arlington Valley Road project and new capital spending for the BNSF railroad crossing  project, 204th roundabout and fog/crack sealing on runway 16/34.  The remaining proposed  modifications include;   Bringing salaries to market   Anticipated increases in medical premiums and retirement contributions   Credit card fees, leave buyout, jail costs, WCIA liability insurance and memberships   Realignment of existing capital budgets to move budget to appropriate year of spending      1    ORDINANCE NO. 2017—XXX   AN ORDINANCE AMENDING THE 2017 BUDGET OF THE CITY OF ARLINGTON BY PROVIDING SUPPLEMENT THERETO; PROVIDING TRANSFER AND ADJUSTMENT AUTHORITY AND DECLARING AN EMERGENCY   WHEREAS, staff has identified the need to make certain revisions to the 2017 Biennial Budget that were not foreseen when Ordinance No. 2016-020 was adopted on November 21, 2016, and WHEREAS, this ordinance was introduced with proper notice and citizens given the opportunity to comment, and WHEREAS, because this will require increasing the appropriation level in one or more funds, an amendment is needed, NOW THEREFORE,   BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ARLINGTON WASHINGTON AS FOLLOWS; Section 1. Pursuant to RCW 35A.33.090, an emergency is declared to exist and the 2017 Budget is hereby amended to provide for adjustments to expenditures, and by providing authority for any necessary transfers of money within or between funds as indicated in the “Amendment” column on the attached documents titled “Budget Amendments – 2017 Budget, General Fund and Budget Amendments – 2017 Budget, Other Funds”. Section 2. That the attached is a summary of the amended budget for the year 2017 for the City of Arlington and that copies of the detailed amended budget are available to any interested taxpayer at the Finance Department, City Hall, Arlington, Washington. Section 3. This ordinance shall be in full force and effect after its passage, and publication according to law. Passed by the City Council and APPROVED by the Mayor this 20th day of November, 2017. CITY OF ARLINGTON     _______________________________                                                Barbara Tolbert, Mayor ATTEST:   __________________________________ Kristin Banfield, City Clerk     APPROVED AS TO FORM: ____________________________________ Steven J. Peiffle, City Attorney     1    ORDINANCE NO. 2017—XXX   AN ORDINANCE MODIFYING THE 2018 BUDGET OF THE CITY OF ARLINGTON BY PROVIDING SUPPLEMENT THERETO; PROVIDING TRANSFER AND ADJUSTMENT AUTHORITY AND DECLARING AN EMERGENCY   WHEREAS, staff has identified the need to make certain revisions to the 2018 Biennial Budget that were not foreseen when Ordinance No. 2016-020 was adopted on November 21, 2016, and WHEREAS, this ordinance was introduced with proper notice and citizens given the opportunity to comment, and WHEREAS, because this will require increasing the appropriation level in one or more funds, an amendment is needed, NOW THEREFORE,   BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ARLINGTON WASHINGTON AS FOLLOWS; Section 1. Pursuant to RCW 35A.33.090, an emergency is declared to exist and the 2018 Budget is hereby modified to provide for adjustments to expenditures, and by providing authority for any necessary transfers of money within or between funds as indicated in the “Modification” column on the attached documents titled “Budget Modifications– 2018 Budget, General Fund and Budget Modifications – 2018 Budget, Other Funds”. Section 2. That the attached is a summary of the modified budget for the year 2018 for the City of Arlington and that copies of the detailed modified budget are available to any interested taxpayer at the Finance Department, City Hall, Arlington, Washington. Section 3. This ordinance shall be in full force and effect after its passage, and publication according to law. Passed by the City Council and APPROVED by the Mayor this 20th day of November, 2017. CITY OF ARLINGTON     _______________________________                                                Barbara Tolbert, Mayor ATTEST:   __________________________________ Kristin Banfield, City Clerk     APPROVED AS TO FORM: ____________________________________ Steven J. Peiffle, City Attorney City of Arlington Council Agenda Bill Item: NB #3 Attachment H COUNCIL MEETING DATE: November 20, 2017 SUBJECT: Interlocal Agreement with Fire Protection District #21 for Fire & EMS Service ATTACHMENTS: Interlocal Agreement for Emergency Medical Services and Fire Services Regarding 2018 Service DEPARTMENT OF ORIGIN Fire; Dave Kraski – 360‐403‐3607 EXPENDITURES REQUESTED: N/A BUDGET CATEGORY: BUDGETED AMOUNT: LEGAL REVIEW: DESCRIPTION: The City of Arlington and Fire District 21 have negotiated an extension of the service agreement to provide Emergency Medical Services and Fire Services. The proposed agreement will end on December 31, 2018. It is a one year extension of the agreement currently in place. HISTORY: The City of Arlington has provided Emergency Medical Services and Fire Services to Fire District 21 through a service contract for many years. With the impending RFA discussions all contract agencies have agreed to a one year extension until which time a formal decision is made on the RFA proposal. ALTERNATIVES: RECOMMENDED MOTION: I move to approve the Interlocal Agreement with Fire Protection District 21 for Emergency Medical Services and authorize the Mayor to sign the agreement. Remand to staff.   FIRST AMENDMENT TO INTERLOCAL AGREEMENT FOR EMERGENCY MEDICAL AND FIRE SERVICES THIS AMENDMENT to the Interlocal Agreement for Emergency Medical and Fire Services is made and entered into this day by and between Snohomish County Fire Protection District No. 21, a Washington municipal corporation ("District"), and the City of Arlington, a Washington municipal corporation ("Arlington"). WHEREAS, the District and Arlington entered into an Interlocal Agreement for Emergency Medical and Fire Services on or about September 19, 2016; and WHEREAS, the parties recognize the need to extend the term of the agreement to provide emergency medical and fire services for 2018. NOW, THEREFORE, IN CONSIDERATION OF the terms and provisions hereof, Arlington and the District agree to amend the Interlocal Agreement for Emergency Medical and Fire Services entered into on September 19, 2016 (“the Agreement”) as follows: 1. Paragraph 3 of the Agreement is amended to read as follows: 3. Term. The term of this agreement shall be for three years, commencing January 1, 2016, and terminating on December 31, 2018. 2. Paragraph 9 of the Agreement is amended to read as follows: (9) Payment for 2016 through 2018 ALS Services. District shall transfer to Arlington for the ALS services to be provided by Arlington in 2016 through 2018 a sum equal to sixty‐five percent (65.0%) of all EMS tax levy receipts received by District. Payment shall be by monetary payments by said District on June 15 and December 15 of each year. 3. Paragraph 10 of the Agreement is amended to read as follows: (10) Payment for 2016 through 2018 BLS and Fire services. District shall transfer to Arlington for the BLS services to be provided by Arlington in 2016 through 2018 a sum equal to fifteen percent (15.0%) of all EMS tax levy receipts received by District. Payment shall be by monetary payments by said District on June 15 and December 15 of each year. 4. Paragraph 11 of the Agreement shall be and hereby is deleted, effective January 1, 2018.   5. Except as provided herein, all other provisions of the Interlocal Agreement for Emergency Medical and Fire Services entered into on September 19, 2016 shall remain in full force and effect, unchanged. IN WITNESS WHEREOF, the parties have caused this agreement to be executed. CITY OF ARLINGTON SNOHOMISH COUNTY FIRE PROTECTION DISTRICT NO. 21 ____________________________ _____________________________________ Barbara Tolbert, Mayor Chair, District Board of Commissioners ATTEST: ATTEST: ____________________________ ________________________________ Kristin Banfield, City Clerk District Secretary APPROVED AS TO FORM: ATTEST: ________________________________ _________________________________ Steve Peiffle, City Attorney District Attorney City of Arlington Council Agenda Bill Item: NB #3 Attachment I COUNCIL MEETING DATE: November 20, 2017 SUBJECT: Interlocal Agreement with Fire Protection District #24 for EMS Service ATTACHMENTS: Interlocal Agreement for Emergency Medical Services Regarding 2018 Service. DEPARTMENT OF ORIGIN Fire; Dave Kraski – 360‐403‐3607 EXPENDITURES REQUESTED: N/A BUDGET CATEGORY: BUDGETED AMOUNT: LEGAL REVIEW: DESCRIPTION: The City of Arlington and Fire District 24 have negotiated an extension of the service agreement to provide Emergency Medical Services. The proposed agreement will end on December 31, 2018. It is a one year extension of the agreement currently in place. HISTORY: The City of Arlington has provided Emergency Medical Services to Fire District 24 through a service contract for many years. With the impending RFA discussions all contract agencies have agreed to a one year extension until which time a formal decision is made on the RFA proposal. ALTERNATIVES: RECOMMENDED MOTION: I move to approve the Interlocal Agreement with Fire Protection District 24 for Emergency Medical Services and authorize the Mayor to sign the agreement. Remand to staff.   FIRST AMENDMENT TO INTERLOCAL AGREEMENT FOR EMERGENCY MEDICAL AND FIRE SERVICES THIS AMENDMENT to the Interlocal Agreement for Emergency Medical and Fire Services is made and entered into this day by and between Snohomish County Fire Protection District No. 24, a Washington municipal corporation ("District"), and the City of Arlington, a Washington municipal corporation ("Arlington"). WHEREAS, the District and Arlington entered into an Interlocal Agreement for Emergency Medical Services on or about September 18, 2012; and WHEREAS, the parties recognize the need to extend the term of the agreement to provide emergency medical services for 2018. NOW, THEREFORE, IN CONSIDERATION OF the terms and provisions hereof, Arlington and the District agree to amend the Interlocal Agreement for Emergency Medical Services entered into on September 18, 2012 as follows: 1. Paragraph 3 is amended to read as follows: 3. The term of this agreement shall be for sixty‐eighteighty months commencing on September 1, 2012, and terminating on December 31, 20172018; provided, however, that any party to this agreement may terminate its participation in this agreement by giving written notice of such termination to the other Party to this agreement, said termination to be effective eighteen (18) months after the giving of such notice. 2. Except as provided herein, all other provisions of the Interlocal Agreement for Emergency Medical Services entered into on September 18, 2012 shall remain in full force and effect, unchanged. IN WITNESS WHEREOF, the parties have caused this agreement to be executed. CITY OF ARLINGTON SNOHOMISH COUNTY FIRE PROTECTION DISTRICT NO. 24 ____________________________ _____________________________________ Barb Tolbert, Mayor Chair, District Board of Commissioners ATTEST: ATTEST:   ____________________________ ________________________________ Kristin Banfield, City Clerk District Secretary APPROVED AS TO FORM: ATTEST: ________________________________ _________________________________ Steve Peiffle, City Attorney District Attorney City of Arlington Council Agenda Bill Item: NB #3 Attachment J COUNCIL MEETING DATE: November 20, 2017 SUBJECT: Interlocal Agreement with Fire Protection District #25 for EMS Service ATTACHMENTS: Interlocal Agreement for Emergency Medical Services Regarding 2018 Service DEPARTMENT OF ORIGIN Fire; Dave Kraski – 360‐403‐3607 EXPENDITURES REQUESTED: N/A BUDGET CATEGORY: BUDGETED AMOUNT: LEGAL REVIEW: DESCRIPTION: The City of Arlington and Fire District 25 have negotiated an extension of the service agreement to provide Emergency Medical Services. The proposed agreement will end on December 31, 2018. It is a one year extension of the agreement currently in place. HISTORY: The City of Arlington has provided Emergency Medical Services to Fire District 25 through a service contract for many years. With the impending RFA discussions all contract agencies have agreed to a one year extension until which time a formal decision is made on the RFA proposal. ALTERNATIVES: RECOMMENDED MOTION: I move to approve the Interlocal Agreement with Fire Protection District 25 for Emergency Medical Services and authorize the Mayor to sign the agreement. Remand to staff.   FIRST AMENDMENT TO INTERLOCAL AGREEMENT FOR EMERGENCY MEDICAL AND FIRE SERVICES THIS AMENDMENT to the Interlocal Agreement for Emergency Medical and Fire Services is made and entered into this day by and between Snohomish County Fire Protection District No. 25, a Washington municipal corporation ("District"), and the City of Arlington, a Washington municipal corporation ("Arlington"). WHEREAS, the District and Arlington entered into an Interlocal Agreement for Emergency Medical Services on or about September 18, 2012; and WHEREAS, the parties recognize the need to extend the term of the agreement to provide emergency medical services for 2018. NOW, THEREFORE, IN CONSIDERATION OF the terms and provisions hereof, Arlington and the District agree to amend the Interlocal Agreement for Emergency Medical Services entered into on September 18, 2012 as follows: 1. Paragraph 3 is amended to read as follows: 3. The term of this agreement shall be for sixty‐eighteighty months commencing on September 1, 2012, and terminating on December 31, 20172018; provided, however, that any party to this agreement may terminate its participation in this agreement by giving written notice of such termination to the other Party to this agreement, said termination to be effective eighteen (18) months after the giving of such notice. 2. Except as provided herein, all other provisions of the Interlocal Agreement for Emergency Medical Services entered into on September 18, 2012 shall remain in full force and effect, unchanged. IN WITNESS WHEREOF, the parties have caused this agreement to be executed. CITY OF ARLINGTON SNOHOMISH COUNTY FIRE PROTECTION DISTRICT NO. 25 ____________________________ _____________________________________ Barb Tolbert, Mayor Chair, District Board of Commissioners ATTEST: ATTEST:   ____________________________ ________________________________ Kristin Banfield, City Clerk District Secretary APPROVED AS TO FORM: ATTEST: ________________________________ _________________________________ Steve Peiffle, City Attorney District Attorney City of Arlington Council Agenda Bill Item: NB #4 Attachment K COUNCIL MEETING DATE: November 20, 2017 SUBJECT: Resolution for Complete Streets Program ATTACHMENTS: Resolution DEPARTMENT OF ORIGIN Community and Economic Development; Marc Hayes – 360‐403‐3457 EXPENDITURES REQUESTED: ‐0‐ BUDGET CATEGORY: ‐0‐ BUDGETED AMOUNT: ‐0‐ LEGAL REVIEW: DESCRIPTION: Resolution declaring Arlington’s commitment to develop and enact a Complete Streets program throughout the City. HISTORY: The Complete Streets program is about creating a true multi‐modal transportation network that is designed and operated to be safe, comfortable,, and convenient for all users‐ pedestrians, bicyclists, motorists and transit riders of all ages and abilities. Complete Streets is also about transforming streets into environments that provide for a sense of belonging and engagement and ultimately creating a more livable community. ALTERNATIVES: Approve or remand back to staff for additional information. RECOMMENDED MOTION: I move to approve the resolution adopting a work plan for the development of a Complete Streets program, and authorize the Mayor to sign the resolution. RESOLUTION NO. 2017-XXX A RESOLUTION OF THE CITY OF ARLINGTON ADOPTING A WORK PLAN FOR DEVELOPMENT OF A “COMPLETE STREETS” PROGRAM TO ENSURE THAT ALL TRANSPORTATION PROJECTS INCLUDE SAFE AND APPROPRIATE FACILITIES FOR PEDESTRIANS, BICYCLISTS, AND TRANSIT USERS, ACCOMODATING PERSONS OF ALL AGES AND ABILITIES. WHEREAS: The term “Complete Streets” describes a comprehensive, integrated transportation network with infrastructure and design that allows safe and convenient travel along and across streets for all users, including pedestrians, bicyclists, transit riders, and motorists that accommodates people of all ages and abilities; and WHEREAS: Much of Arlington’s existing roadway system was built to facilitate access to destinations by personal automobile, resulting in streets that are uninviting and impractical for other users; and WHEREAS: The goal of the Transportation Element in the 2015 Arlington Comprehensive Plan is to provide a balanced multi-modal transportation system with various accessible transportation choices, including transit, bicycles, and walking, in addition to automobiles, that will support existing and future residential and employment growth; and WHEREAS: The Arlington Comprehensive Plan provides that non-motorized transportation should be developed in tandem with motorized transportation systems, recognizing safety and user diversity; and WHEREAS: Complete Streets improve public health and safety by reducing the risk of injuries and fatalities from traffic collisions for users of all modes of transportation; and WHEREAS: Streets that are designed with the safety and convenience of pedestrians and bicyclists in mind increases the number of people walking and bicycling thereby providing the opportunity for a healthier community; and WHEREAS: Council recognizes that in support of implementing an effective Complete Streets Policy it will be beneficial to provide guidance to City Commissions and Departments as to project planning, design standards, implementation and monitoring. NOW, THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF ARLINGTON, WASHINGTON AS FOLLOWS: 1) The City shall develop a safe, reliable, efficient, integrated and connected multi-modal transportation system plan that will promote access, mobility and health for users of all ages and abilities, and will assure that the safety and convenience of all users of the transportation system are accommodated, including pedestrians, bicyclists, transit users, motorists, emergency responders, and freight providers. 2) The Departments of Public Works and Community and Economic Development will work collaboratively to prepare for Council consideration a comprehensive Complete Streets Program. The organizing principle of this Complete Streets Program will be based on the connectivity both within the City and with neighboring jurisdictions of each transportation mode with appropriate metrics across all modes of transportation, which will include, but not be limited to the following elements: a. Pedestrian connectivity; b. Bicycle connectivity; c. Transit availability based on both current and future projected Land Use patterns; and d. Auto connectivity. 3) In addition, the Complete Streets Program will include specific design standards detailing the following Public Rights-of Way requirements: a. Low Impact Development storm water facilities; b. Utility placement; c. Street lighting; and d. Detailed landscaping and planting standards consistent with pedestrian comfort and bicycle safety. 4) City staff is directed to add items to the future planning docket all work required for the development of a Complete Streets Program identified above within the following time schedule allowing the opportunity for meaningful public input and Council review. Phase one will commence 10 days after approval of this referendum: a. Phase I – Plan Outline i. Plan outline will include major plan component descriptions including metrics for each element. ii. Determination of lead department and role definition for each department involved, including scope of initial research topics. iii. Phase I will be completed in 90 days. b. Phase II – Priorities, feasibility, and financing i. Completion of initial research as defined in Phase I Item 2. ii. Completion of compiled research, including costs and financing options for Program elements. iii. Preparation of priority list based on need and feasibility. iv. Phase II will be completed in six months. c. Phase III – Complete Streets Plan Draft i. Complete Streets Program draft preparation based on Council priorities. ii. Phase III will be completed within one year. PASSED BY the City Council and APPROVED by the Mayor this _______ day of ___________________, 2017 CITY OF ARLINGTON _______________________________ Barbara Tolbert, Mayor Attest: __________________________ Kristin Banfield, City Clerk Approved as to form: __________________________ Steven J. Peiffle City Attorney City of Arlington Council Agenda Bill Item: NB #5 Attachment L COUNCIL MEETING DATE: November 20, 2017 SUBJECT: Interlocal Agreement and Ordinance approving the consolidation of emergency communications services under Snohomish County 911 ATTACHMENTS: Cover letter and briefing memo Interlocal Agreement Draft Ordinance Final Plan of Consolidation Final Articles of Consolidation PowerPoint Presentation outlining the elements of the consolidation DEPARTMENT OF ORIGIN Police; Jonathan Ventura – 360‐403‐3400 EXPENDITURES REQUESTED: No additional expenditure for 2017 BUDGET CATEGORY: Police, Fire, and EMS BUDGETED AMOUNT: $393,085 for 2017 LEGAL REVIEW: DESCRIPTION: The purpose of this agreement and ordinance is to consolidate the two emergency communications agencies in the County, SNOCOM and SNOPAC, into one agency, Snohomish County 911. The Interlocal Agreement consolidating SNOCOM and SNOPAC and creating a single combined regional agency for emergency communications is the culmination of over a year and a half of work by the SNOCOM and SNOPAC Boards. The newly consolidated Snohomish County 911 will start up on January 1, 2018. HISTORY: SNOCOM and SNOPAC are both local government interlocal agencies formed in the 1970s to provide emergency call taking and dispatch services. On October 12, the boards of SNOCOM and SNOPAC voted unanimously to approve the consolidation and associated consolidation plan. ALTERNATIVES: None RECOMMENDED MOTION: I move to approve the interlocal agreement and proposed ordinance approving the consolidation of emergency communications services under Snohomish County 911 and authorize the Mayor to sign it.   October 24, 2017    Hello –  The SNOCOM and SNOPAC Boards took action on October 12 to unanimously approve the consolidation  of the two agencies and creation of a single emergency communications agency named Snohomish  County 911. Similar to the organizational structure of SNOCOM and SNOPAC, Snohomish County 911 will  be composed of its member agencies that are parties to an interlocal agreement. Both Boards are  recommending that all their respective member agencies become parties to the Interlocal Agreement  that governs Snohomish County 911.  Attached you will find materials to support consideration by your jurisdiction’s legislative body of the  Interlocal Agreement to govern Snohomish County 911.   This information and all enclosures have also  been separately mailed to your agency.  The newly consolidated Snohomish County 911 will start up on January 1, 2018.  If your jurisdiction is a  provider of police and/or Fire/EMS services, it qualifies to become a Principal member of Snohomish  County 911.  To avoid a latecomer charge on dispatch services, your jurisdiction should take action to  approve the Interlocal Agreement before the end of 2017.   Cities or towns that contract for policing services (Cities of Darrington, Gold Bar, Granite Falls, Index,  Snohomish, Stanwood and Sultan) qualify as Associate Agencies under the Interlocal Agreement.   Approval and signing of the Interlocal Agreement by these agencies is optional but does provide some  benefits (see attached briefing memo).  The supporting materials attached/enclosed include:  1. A sample form of resolution/ordinance approving the Interlocal Agreement and related Plan  of Consolidation as well as the 2018 assessment for your agency.  This document needs to be  tailored to match your local agency practice, and will be different depending on whether your  jurisdiction seeks to be a Principal member of Snohomish County 911 or an Associate Agency.     If your jurisdiction qualifies as a Principal but prefers not to sign onto the ILA and instead  purchase services from Snohomish County 911, there will be a 6% premium on subscriber  contracts assessments.  Your agency should not sign the ILA and should instead communicate a  request in writing to either Terry Peterson, Executive Director of SNOCOM, or Kurt Mills,  Executive Director of SNOPAC, for a subscriber contract for dispatch services to be prepared for  your jurisdiction.     2. A briefing memo.  This document outlines the major points of the transaction and the rationale  for consolidation.  There are several attachments to this, including:   a. The Interlocal Agreement  b. The Plan of Consolidation  c. The Articles of Consolidation      3. A 15‐slide PowerPoint presentation that may be useful in briefing your legislative body.   Please note that members of the Joint Task Force on Consolidation, and Kurt Mills and Terry  Peterson are available to support the presentations to your legislative bodies if that is of  interest.  Please call Kurt or Terry if you would like someone to attend the meeting.    4. Two execution copies of the Interlocal Agreement—keep one original for your records, and  return the other to Brenda Froland at SNOPAC (see below).     5. A separate copy of Exhibit A to the Interlocal Agreement that should be completed and  returned to Brenda. (Not necessary for Associate Agencies)  Once your jurisdiction takes action with regard to the Interlocal Agreement, we need you to do four  things:  First, email Kurt Mills or Terry Peterson to let them know.  Second, sign two (2) originals of the Interlocal Agreement at the appropriate signature block. The  signature blocks are set up for the chief executive officers:  Mayor, City Manager, or President of Board  of Commissioners.  Your agency attorney also needs to sign.    Third, complete Exhibit A (again, Associate Agencies do not need to do this).   Fourth, return an original executed copy of both the Interlocal Agreement and Exhibit A to:  Attn: Brenda Froland   SNOPAC  1121 S.E. Everett Mall Way, Suite 200   Everett, WA, 98208    If you have any questions about the documents, you can contact any of the following people:  Kurt Mills, Executive Director, SNOPAC (kmills@snopac911.us / (425) 407‐3907  Terry Peterson, Executive Director, SNOCOM (tpeterson@snocom.org / (425) 774‐2521  Karen Reed, Joint Task Force Facilitator (kreedconsult@comcast.net / (206) 932‐5063  Deanna Gregory, Esq. Pacifica Law Group (deanna.gregory@pacificalawgroup.com / (206) 245‐1716  1    Subject: EMERGENCY COMMUNICATIONS DISPATCH SERVICES: APPROVING INTERLOCAL AGREEMENT CREATING “SNOHOMISH COUNTY 911” BY CONSOLIDATION OF SNOCOM AND SNOPAC Staff Contact: Jonathan Ventura, Police Chief Policy Issue: Shall [Jurisdiction] agree to become a Principal member of a new regional emergency communications services agency, to be known as “Snohomish County 911”, formed by consolidating SNOCOM and SNOPAC? Options: (1) Approve the [Ordinance/Resolution] to authorize and direct the [Chief Executive Officer] to sign the Interlocal Agreement creating a new regional emergency communications services agency. (2) Seek additional information from staff. (3) Do not become a Principal and member of the new agency, and instead seek to contract for these services from the agency on a shorter-term basis. (4) Do not become a member of the new agency and seek other service delivery options for dispatch of [as applicable: police, fire and emergency medical service] 9-1-1 calls. Recommendation and Rationale: Recommend approving the Ordinance authorizing and directing the Mayor to sign the Interlocal Agreement. SNOCOM1 and SNOPAC2 are both local government interlocal agencies formed in the 1970s to provide emergency call taking and dispatch services. The Interlocal Agreement consolidating SNOCOM and SNOPAC and creating a single combined regional agency for emergency communications is the culmination of over a year and a half of work by the SNOCOM and SNOPAC Boards. In October 2017, both Boards unanimously approved the consolidation of SNOCOM and SNOPAC into a new agency to be called “Snohomish County 911” (“New Agency”). Both Boards                                                              1 SNOCOM (Southwest Snohomish County Public Safety Communications Agency) provides emergency  communications services to seven cities and one regional fire authority in southwest Snohomish County.    2 SNOPAC (Snohomish County Police Staff and Auxiliary Services Center) provides emergency communications  services to the majority of cities, towns and fire districts in Snohomish County as well as the County Sheriff’s  Department.  2    have approved the related Interlocal Agreement defining the governance and financing for the New Agency and recommend its approval by their respective member agencies. The New Agency will provide countywide emergency communications services (9-1-1 and other emergency call response and dispatch) to agencies who sign onto the Interlocal Agreement, and to “subscribers” who elect to contract for service with the New Agency. The New Agency will be established effective January 1, 2018, at which point SNOCOM and SNOPAC will cease to exist as separate legal entities. The New Agency will assume all the powers, rights and responsibilities of both SNOCOM and SNOPAC. The rationale for consolidation is to improve public safety service levels and capture economies of scale that will be realized from combining operations of SNOCOM and SNOPAC.  Consolidation will increase public safety by eliminating the need to transfer 40,000 to 50,000 9-1-1 calls each year --a problem created by the currently overlapping service territory of the two agencies. Today, each 9-1-1 call transferred results in over 20 seconds of delay in response time which can impact public safety and is far from ideal in terms of public service; the call-transfer process also ties up staff that could be working to answer other 9-1-1 calls.  A fully-integrated dispatch operation will require less staff than two separate operations. Consolidation is anticipated to save up to a million dollars a year once optimal agency size is met, as compared to current operations. Optimal agency size will be accomplished through natural attrition over the next 1-2 years--the Boards have both committed to a no-lay-off policy for this project.  The two agencies already operate on identical, integrated software platforms, which greatly simplifies the process of consolidation.  The existing SNOPAC facility is large enough to accommodate both operations for at least the next decade and will be remodeled in 2018 to accommodate SNOCOM staff and equipment. The existing SNOCOM facility will be maintained as a back-up location to maintain resiliency in the operations. More background and details on the project are provided below and in the attachments to this briefing memo. Approval of the Ordinance included in your packet will approve Arlington to become a Principal member of the New Agency and authorize the Mayor to execute the associated Interlocal Agreement. Approval of the Ordinance will also approve Arlington’s share of the 2018 budget for the New Agency. 3    Schedule: The schedule adopted by the Boards calls for each member agency of SNOCOM and SNOPAC to make a decision, by the end of calendar year 2017, whether to join the New Agency and become a party to the Interlocal Agreement. Fiscal Impact In 2018, Arlington’s fees will be consistent with the approved SNOPAC 2018 budget, which allocates to Arlington a total annual assessment of $449,020, based on the current SNOPAC assessment formula. For each future budget, Arlington will be asked to approve its share of the New Agency budget as part of the [Jurisdiction’s] regular budget process. Beginning in 2019, a new assessment formula will be in place, discussed further below. The new assessment formula is based on combining aspects of the current SNOCOM and SNOPAC assessment formulas with the goal of implementing a cost allocation approach that accurately reflects the workload and cost imposed by each member agency on the regional dispatch operation. Background: Consolidation of the two agencies has been a topic of discussion for several years. The Interlocal Agreement reflects the deliberations of the SNOCOM and SNOPAC Boards over the past approximately eighteen months. Both Boards unanimously approved the consolidation of the two agencies on October 12, 2017. The consolidation project process has been lengthy and iterative. A “Joint Task Force” (JTF) composed of three members from each Board and two non-voting members from the SERS3 Board was tasked with developing recommendations for review and approval by the SNOCOM and SNOPAC Boards. At each step, the JTF brought forward recommended policies and options for consideration by the Boards, and then moved forward based on the Boards’ direction. Membership of the SNOCOM and SNOPAC Boards and the JTF is set forth in the enclosed documents. The JTF and Boards have worked to make the process inclusive and transparent. All meeting agendas and materials of the JTF and related SNOCOM and SNOPAC Joint Board meeting packets have been posted online and are accessible to the public, member agencies and employees. The JTF has been supported in its work by the two Executive Directors, Terry                                                              3 SERS is the Snohomish Emergency Radio System agency, which owns and operates the radio towers and related  equipment to support the current 800 MHz emergency radio system used by SNOCOM, SNOPAC and local police  and fire/EMS agencies.  SERS members include the County and 10 other cities and the South Snohomish County  Fire & Rescue RFA.  4    Peterson of SNOCOM and Kurt Mills of SNOPAC, as well as an independent facilitator and agency staff. Most member agencies of SNOCOM and SNOPAC have received individual briefings on the project in the last five months. Local online and print media have published several news articles about the effort. Employees and labor leaders at SNOCOM and SNOPAC have been kept in the loop with regular briefings. Employees were surveyed early in the process as to their ideas and concerns regarding consolidation, and employees were also polled to help select the name for the New Agency. Transitioning to the New Agency The Boards have adopted an operational plan to guide consolidation of SNOCOM and SNOPAC. In summary, the operational consolidation plan provides as follows: Employees: All employees will become employees of the New Agency on January 1 2018; their terms of employment will remain unchanged. A major task for the first year will be to negotiate a new unified collective bargaining agreement covering all unionized employees. Operations: For most of 2018, operations will continue essentially “as-is,” in the two current locations. Facilities: In 2018, the SNOPAC facility will be remodeled to accommodate the SNOCOM staff and equipment. Costs of the remodel will be funded from New Agency reserves. The plan is for all employees to be operating from within a single primary location by January 2019. The current SNOCOM facility will continue to be leased from Mountlake Terrace for use as a “warm- back-up” facility in the event the SNOPAC facility becomes unavailable. The SNOPAC facility is large enough to accommodate expected growth of the new agency over at least the next decade. Equipment and Technology Systems: Since both SNOCOM and SNOPAC operate on the same software platforms, there is little in the way of technology or equipment adjustment. Funds currently held by SNOCOM and SNOPAC: At the end of 2017, funds on hand at SNOCOM and SNOPAC will be transferred to the New Agency. All funds held today in reserves at SNOCOM and SNOPAC will be placed into reserves of the New Agency. Paying for the cost of the consolidation: The costs of consolidation – legal, space remodeling, moving, etc. - will be paid for from reserve funds held by SNOCOM, SNOPAC and the New Agency. 5    Overview of Terms of the Interlocal Agreement Once the major deal points had been agreed upon by the SNOCOM and SNOPAC Boards, the agencies engaged outside legal counsel, Deanna Gregory and Jay Reich of Pacifica Law Group, to assist with drafting the Interlocal Agreement and Articles of Consolidation. The Interlocal Agreement is reproduced in full within this packet. The related Articles of Consolidation and Plan of Consolidation (incorporating statutory requirements and reflecting the terms of the ILA) are also included. In approving the Interlocal Agreement, Arlington is also approving the Plan of Consolidation.  The key terms in the Interlocal Agreement are described below. Capitalized terms are defined in the Interlocal Agreement. 1. Consolidation of SNOCOM and SNOPAC into a new nonprofit corporation. Both SNOCOM and SNOPAC are interlocal agencies structured as nonprofit corporations. This structure will be replicated with the New Agency: SNOCOM and SNOPAC will be consolidated into a new nonprofit corporation under chapter 24.06 RCW. One benefit of the consolidation approach4 is that as a matter of law, the New Agency seamlessly acquires all the rights and obligations, contracts, properties and employees of its component agencies. 2. Effective Date. The Interlocal Agreement is dated to become effective as of January 1, 2018—this is the date that the New Agency will be created and SNOCOM and SNOPAC will cease to exist as separate legal entities. 3. Term of Agreement. The initial term of the Interlocal Agreement – during which time no Principal member can terminate its participation — is 6 years. Thereafter, the Agreement has a perpetual term. 4. Withdrawal. A Principal can withdraw from the Agreement by giving at least 18 months’ advance notice (termination date coinciding with the last upon last day of the next budget year). The earliest termination date is the end of the initial 6 year term. 5. Services and Programs Offered by the new Agency. The main function of the New Agency is to provide Emergency Communications Service – essentially, 9-1-1 call taking and dispatch of police and fire/EMS response. All programs currently offered by SNOCOM and SNOPAC will be offered by the New Agency.                                                              4 As opposed to dissolving the two existing agencies and creating a new one.  6    a. SNOPAC offers some special services by separate agreement, such as a managed laptop program. These “Additional Services” are optional, and the cost of providing them is not included in the assessment formula charged to Principals. b. SNOCOM offers Enhanced Police Records Services to its police agencies. These services are not offered by SNOPAC.5 SNOCOM members receiving this service today will continue to receive the service through 2019. In 2019, the Board of the New Agency will decide how and whether to provide and charge for this service in 2020 and beyond. c. Over time, as technology and service expectations evolve, the New Agency may provide additional services integrally related to emergency communications dispatch. These “Ancillary Services” will be incorporated into the assessment formula for allocating costs to Principals. 6. Potential acquisition of SERS (owner/operator of the Snohomish County emergency public radio system). Upon a Supermajority Vote of the Board, the New Agency could choose to acquire SERS without re-opening the Agreement. The acquisition would also require the consent of the SERS board. 7. Members of the New Agency. There are two types of membership in the New Agency: Principals and Associate Agencies. In addition, agencies may contract for service from the new agency as Subscribers. a. “Principals”—are signators to the Interlocal Agreement. Principals are co-owners of the New Agency and have a vote in appointing Board members. “Single Service Principals” are cities or towns that provide either police or fire/EMS service but not both, and receive the service which they do not Directly Provide from a Principal or Subscriber: these Single Service Principals participate in the selection of a voting Board member as well as in the selection of a non-voting Board member. b. “Associate Agencies” are local governments that do not Directly Provide police or fire/EMS services but instead purchase it via contract from another local government who is a Principal or Subscriber of the new agency. Signing the Interlocal Agreement is optional for these jurisdictions. Associate Agencies participate in selection of a non-voting Board member and are guaranteed acceptance as a Principal without a latecomer fee in the event they decide to Directly Provide police or fire/EMS service. Associate Agencies will pay a nominal annual fee, to be set each year by the Governing Board. c. “Subscribers” are agencies which Directly Provide police or fire/EMS service but choose not to sign the Interlocal Agreement and instead purchase service from the New Agency. If any agency provides notice that it wishes to be a Subscriber,                                                              5 Most SNOPAC member police agencies purchase enhanced police records services from Snohomish County.  7    a form of contract will be prepared for them; execution of any Subscriber contracts would occur in early 2018. A Subscriber that could have opted to be Principal will have a minimum of a 6% risk premium added to its annual user fees. See the included documentation for a summary of this membership structure. 8. Governance. With potentially over forty member agencies, it was necessary to develop a representative board structure. After months of deliberation, the SNOCOM and SNOPAC Boards agreed that the New Agency will be governed by a Board of fifteen (15) voting members plus one (1) non-voting member. Ten (10) voting members will be chosen by Principals that operate police agencies; five (5) voting members will be chosen by Principals with fire/EMS operations. This allocation of Board seats generally matches the workload imposed by the two disciplines and the revenues they will contribute to the New Agency. In addition: a. Each of the voting Board members has 1 vote. There is no weighted voting. b. Terms of office are two years. c. Board members are chosen through a caucus process, where similarly-sized police agencies, and similarly sized fire/EMS agencies meet together to appoint 1-3 representatives (number of representatives depends on the caucus). The rules for forming caucuses are slightly different for police agencies as compared to the process used for fire/EMS agencies. d. Police caucuses also have rules that require them to appoint a mix of lead operational staff and elected officials to the Board. Fire/EMS caucuses are not subject to this rule and may choose to appoint elected officials or lead operational staff to the Board. e. Associate Agencies and Single-Service Principals jointly select a single non- voting board member. f. Membership in caucuses is fluid—it will shift as population and New Agency membership shifts over time. g. A six (6) member Transition Board has been chosen by the SNOCOM and SNOPAC Boards – 3 members plus 1 alternate from each Board -- to oversee the New Agency for the first few weeks of 2018 until caucuses can be convened to select Board members. The Transition Board members are: Tom Mesaros, Councilmember, Edmonds President Ty Trenary, Snohomish County Sheriff, Vice President Bob Colinas, Mayor of Brier Pam Pruitt, Mayor of Mill Creek Steve Guptill, Asst. Fire Chief, FD 7 Rick Smith, Police Chief, Marysville George Hurst, Councilmember, Lynnwood (Alternate for SNOCOM appointees) Dan Templeman, Police Chief, Everett (Alternate for SNOPAC appointees) 8    h. See the included attachment for diagrams of how the Board caucuses and membership would be structured if all current members in SNOCOM and SNOPAC eligible to be Principals become party to the Interlocal Agreement, and the Board was in place this year. 9. Annual Assembly. An Annual Assembly will be held each April, for all Principals, Subscribers and Associate Agencies to hear about New Agency accomplishments of the last year, major work items for the coming year and proposed budget policies for the next year. Every other year, the Annual Assembly will also host the caucuses at which the next slate of Board members is chosen. 10. Approval of Major Decisions by Governing Board. Major decisions will require a Supermajority Vote of the Board, defined as a vote securing affirmative votes of both: (1) not less than seventy percent (70%) of all Members of the Board present constituting a quorum and voting; and (2) not less than one Board Member representing a fire agency. a. The Board is allowed to amend operational and administrative terms of the Interlocal Agreement by Supermajority Vote. However, core structural provisions, for example, around governance, scope of agency authority and risk allocation cannot be changed by the Board: they require approval of all legislative bodies of all Principals. Any amendment of the Interlocal Agreement requires 30-days advance notice to all Principals. b. Among the other items requiring a Supermajority Vote are: i. Amendment to the Principals’ Assessment formula; ii. Approval or Amendment of the bylaws; iii. Accepting a new Principal member of the Agency; iv. Approval of a budget that exceeds the prior approved budget by a percentage in excess of the most recently published Consumer Price Index – Urban for the Seattle/ Tacoma/Bremerton metropolitan area, June - June, calculated by the Federal Bureau of Labor Statistics, or its successor index, plus 4% v. A decision to acquire assets, equipment, real or personal property valued at over $500,000. vi. A decision to dissolve the agency, or to merge, consolidate or sell all or substantially all its assets. 11. Assessments and User Fees. Principals will pay according to an Assessment formula that is basically an amalgam of the current assessment formulas at SNOCOM and SNOPAC. The formula allocates costs to individual agencies based on three factors: (1) Calls for Service processed for each agency, (2) Population Served, and (3) Assessed Value. a. A hypothetical assessment run applying the proposed rate formula to a hypothetical 2017 consolidated agency budget was shared with the Boards in 9    January 2017 and has been reviewed at several sessions with finance directors and other staff from interested agencies. b. The new assessment formula results are similar to assessments for most SNOPAC members; however, SNOCOM police agencies will see a sizeable reduction in their fees and the South Snohomish County Fire & Rescue RFA will see a sizeable increase in its fees. To address this, one-time “rate-smoothing” is proposed for 2019, where any Principals or Subscribers seeing more than a 9% reduction in fees will have their fees adjusted in order to fund a mitigation payment for any Principals and Subscribers with more than a 9% increase in fees. The contribution obligation and payment amounts are both capped. c. In 2018, Principals will pay assessments based on their current agency formulas from either SNOCOM or SNOPAC (as applicable). d. Transition/consolidation costs will be funded from reserves. e. The assessment formula is depicted in text at Exhibit C of the Interlocal Agreement. 12. Budgets. Each year, the Agency will adopt a budget for the following year by no later than September 15. Arlington will then be asked to approve its Assessment as part of it regular budget process. If Arlington does not approve its Assessment, it may be converted to a Subscriber by action of the Board. The 2018 budget for the New Agency is basically the proposed 2018 SNOCOM and SNOPAC budgets combined. (See Exhibit D of Interlocal Agreement). Attachments: Ordinance Authorizing Arlington to enter into the Interlocal Agreement and execute the Articles of Consolidation. Members of SNOCOM Board, SNOPAC Board, and Joint Task Force New Agency membership structure Board structure -- caucuses and agency membership (based on 2016 population, assuming all agencies qualified to become Principals do so) Diagram of Principals Assessment Formula Interlocal Agreement Articles of Consolidation Plan of Consolidation       10    Attachment: Members of SNOCOM Board, SNOPAC Board, and Joint Task Force SNOPAC Board Members SNOPAC Alternate Board Members Steve Guptill, Fire District 7, Chair Darryl Neuhoff, Marysville Fire  Dan Templeman, Everett Police James Lever, Everett Police, Vice‐Chair  Ty Trenary, SCSO Susy Johnson, SCSO  Keith Rogers, Snohomish Police John Flood, SCSO  Tim Key, Everett Fire Jim Nagle, Everett Fire  Susan Neely, Snohomish County Brian Haseleu, Snohomish County  Rick Smith, Marysville Police Jeff Goldman, Marysville Police  Jonathan Ventura, Arlington Police Daniel Cone, Arlington Police  John Dyer, Lake Stevens Police Ron Brooks, Lake Stevens         Roy Waugh, Fire Commissioner, District 7 Paul Taylor, Fire Commissioner, District 22    Murray Gordon, Citizen‐at‐Large    SNOCOM Board Members SNOCOM Alternate Members  Jerry Smith, Mountlake Terrace Mayor,  President  Scott Hugill, Mountlake Terrace City Manager  Bob Colinas, Brier Mayor, Vice‐President Mike Catlett, Brier Police Chief  Paula Swisher, Brier City Clerk  Al Compaan, Edmonds Police Chief Don Anderson, Edmonds Asst. Police Chief  Tom Mesaros, Edmonds Councilmember Jim Lawless, Edmonds Asst. Police Chief  George Hurst, Lynnwood Councilmember Bryan Stanifer, Lynnwood Deputy Police Chief  Ian Cotton, Lynnwood Councilmember    Pam Pruitt, Mill Creek Mayor Greg Elwin, Mill Creek Police Chief  11       Joint Task Force on Consolidation SNOCOM Representatives SNOPAC Representatives Bob Colinas (Vice-Chair) Steve Guptill Brad Reading Rick Smith Bryan Stanifer Roy Waugh (Chair) SERS Representatives Al Compaan Jon Nehring (SERS Board Chair) Ralph Krusey Staff Support: Terry Peterson, Executive Director, SNOCOM; Kurt Mills, Executive Director SNOPAC         Seaun Richards, Mountlake Terrace  Councilmember  Greg Wilson, Mountlake Terrace Police Chief  Jennifer Gregerson, Mukilteo Mayor Chris Alexander, Mukilteo Fire Chief  Steve Edin, Mukilteo Management Services  Director  Kent Saltonstall, Woodway Councilmember Tom Howard, Woodway Councilmember  Tom Whitson, Woodway Councilmember  David Chan, Commissioner, South  Snohomish County Fire & Rescue RFA  Brad Reading, Fire Chief, South Snohomish  County Fire & Rescue RFA   12    New Agency membership structure Type of  Member  Definition Payment Basis Notes:   Principal Direct provider of police  or fire/EMS services.   Must be a unit of local  government or the  County.  (RFA will  qualify; joint operating  agency like Marysville  Fire District will qualify).     These agencies must sign  the ILA.  Directly billed for  their service under  the assessment  formula, as well as  for any additional  services they  contract for with  New Agency.    “Single Service  Principals”—a subset of  Principals‐‐ Cities or  Towns that directly  provide either police or  fire service but not both,  and which receive their  non‐directly provided  service by contract (as  opposed to being  annexed into a fire  district or RFA). Single  Service Principals  participate with  Associate Agencies in the  selection of the non‐ voting board member  seat.  Associate  Agency  A city or town that does  not directly provide  either fire /EMS service  or police service and  receives such service by  a contract with a  Principal or a Subscriber.  These agencies may  choose whether or not  to sign the ILA.  May be directly  billed if their service  provider agrees.      Will also pay a  nominal annual fee  as consideration for  waiving of possible  latecomer fees.  Associate Agencies  participate in selecting a  non‐voting board  member, together with  Single Service Principals.   Subscriber  An agency that is neither  a Principal or Associate  Agency that wants to  instead contract for  services on a periodic  basis on terms to be  negotiated with the  agency    These agencies do not  sign the ILA.  Will pay on  negotiated basis.    A 6% risk premium  will be added to  contracts for  Subscribers who  could have chosen  to be Principals but  elected to be  Subscribers.  Fees may or may not be  the same as the  Principals’ fee formula.      13    Board structure -- caucuses and agency membership (based on 2016 population, assuming all agencies qualified to become Principals do so Police Service Providers –10 seats   Agency membership within a caucus may shift over time depending the relative population served of each  agency and the number of agencies participating.   Caucuses composed of one representative from each agency. Caucus representatives are designated by  legislative body of the agency, or if local rules require, the executive. Each caucus meets to select its  board members (terms of office are two years).    Sheriff contract cities and towns —Stanwood, Snohomish, Gold Bar, Darrington, Index, Granite Falls and  Sultan‐‐ may join the new agency as Associate Agencies and participate in the selection of a non‐voting  Board member   Unless otherwise noted, seats can be given to either elected officials or senior staff (Chief/Deputy/Asst.)    There will be a single designated alternate for each board seat; each caucus will prioritize the order in  which its will be called in the event of any absence in the caucus’s board members.   Where multiple board seats are shared amongst multiple agencies, no single agency will have more than 1  seat.     Police Services providers  (excludes Bothell)    All these agencies could  choose to become Principals  or Subscribers  OFM  Population  2016  %4 caucuses  Caucuses are created working up from  smallest agencies to largest – smaller  three caucuses are roughly evenly sized  after deducting population of largest  caucus.  Ca u c u s  1  Unincorp. Snohomish County   (pop. includes contract cities)  367,150 48.6% 48.6%  2 seats  1 appointee must be operational staff  or sheriff  Ca u c u s  2  Everett    108,300 14.3% 14.3%  2 seats  1 appointee must be operational staff  and one must be elected  Ca u c u s  3  Marysville 64,940 8.6%18.8%  3 seats  1 appointee must be operational staff  and one must be elected  Edmonds 40,900 5.4% Lynnwood 36,590 4.8% Ca u c u s  4  Lake Stevens 30,900 4.1%18.3%  3 seats    1 appointee must be operational staff  and one must be elected    Mountlake Terrace 21,090 2.8% Mukilteo 21,070 2.8% Mill Creek 19,900 2.6% Arlington 18,620 2.5% Monroe 18,120 2.4% Brier 6,555 0.9% Woodway 1,335 0.2%  Total Pop. Served 755,470 100.00% 14    Fire Service Providers –5 seats   Fire Service Providers, by  population served ‐‐excl.  Bothell     All these agencies could chose to  become either Principals or  Subscribers  Based on 2016  OFM   Pop.  %Caucuses based on share of total  population served:     Large (14%+ )  Medium (>3% <14%)  Small  (3% or less)     Ca u c u s  1  South County Fire & Rescue  Regional Fire Authority (created  from FD1 and Lynnwood Fire)  251,430 33.8%  3 seats    (58.7% of total pop. Served)  FD #7 (incl. FD#3)    112,696 15.2%  Everett    108,300 14.6%  Ca u c u s  2  FD #12    79,452 10.7% 1 seat    (20.7% of total pop. served)  FD#8 45,846 6.2%  FD #4 28,005 3.8%  Ca u c u s  3  North County RFA 22,493 3.0%   1 seat    (15.69% of total pop. Served)  Mukilteo 21,070 2.8%  Arlington 18,620 2.5%  FD #17 12,591 1.7%  FD #21 8,517 1.1%  FD #5 8,437 1.1%  FD #15 4,942 0.7%  FD #22 4,883 0.7%  FD #26 4,546 0.6%  FD #19 3,300 0.4%  FD #24 3,112 0.4%  FD #16 2,783 0.4%  FD #25 919 0.1%  FD #28 541 0.1%  FD #23 352 0.05%   FD #27 69 0.009%   Total Pop. served 742,904 99.96%   Agency membership within a caucus may shift over time depending the relative population served of each  agency and the number of agencies participating.   Caucuses composed of one representative from each agency. Caucus representatives are designated by  legislative body of the agency, or if local rules require, the executive. Each caucus meets to select its  board members (terms of office are two years).    Unless otherwise noted, seats can be given to either elected officials or senior staff (Chief/Deputy/Asst.)   There will be a single designated alternate for each board seat; each caucus will prioritize the order in  which its will be called in the event of any absence in the caucus’s board members.  Where multiple board seats are shared amongst multiple agencies, no single agency will have more than 1 seat. 15    Diagram of Principals’ Assessment Formula Total Operating  Budget 3a. Labor Cost  for Dedicated  Consoles 4. Fire Cost  Center 54%  Calls for Service 23%  Assessed  Valuation 23% Population 54%  Calls for  Service 23%  Assessed  Valuation 23% Population 3b. All Principal  Shared PD  Costs 75% PD 25%  FD Call‐Taker Cost Pool Admin/Tech/ Supervisor/M&O  Cost Pool 62% PD 38%  FD Step 1: Divide  Net  Adopted   Budget into  cost  pools 54%  Calls for Service 23%  Assessed  Valuation 23% Population 3c. Labor Cost   for shared PD  Console  Cost   Center Billed Directly Costs Billed Directly  to  Principal Police Members  who have dedicated  dispatch stations [NEW  AGENCY] Assessment Formula  Diagram Step 2: Apply  Revenues Fire  Dispatch  Cost Pool Subscriber E911 Costs split between all  Principal Police  Members Costs split between all  shared (non‐dedicated)  Principal Police  Members Police  Dispatch Cost Pool  (8 Stations) 3 Stations (Dedicated) Costs split between all  shared (non ‐dedicated)  Principal Fire  Members Step 4: Allocate  costs to individual  Principals Step 3:  Divide cost  pools between  Police and  Fire  (net  of  subscriber  revenues) Cost Group A Cost Group B Cost Group C Cost Group D Principal Assessment Calculation: Principal Police Non‐Dedicated = Cost  Group B + Cost  Group C Principal Police Dedicated = Cost  Group A + Cost Group B Principal Fire Non‐Dedicated = Cost  Group C Subscriber Assessment  Calculation: Subscriber = Cost‐Per‐Call (Calculated using  Cost Group  D for  Police and Group E for Fire (less any subscriber  revenues); Subscribers  who are eligible to be a Principal, who have a cost cap, will pay an additional risk premium Cost Group D Cost Group E Other Revenue Net  Adopted Budget 5 Stations (Shared) 5 Stations (Shared) Additional  Services     Ordinance 2017-XXXX 1 ORDINANCE NO. 2017-xxx AN ORDINANCE OF THE CITY OF ARLINGTON AUTHORIZING THE MAYOR TO SIGN AN INTERLOCAL AGREEMENT CREATING SNOHOMISH COUNTY 911, A COUNTYWIDE CONSOLIDATED PUBLIC EMERGENCY COMMUNICATIONS AGENCY, AND AUTHORIZING OTHER RELATED ACTIONS WHEREAS, the City of Arlington (the “the City of Arlington”), a municipal corporation formed under the laws of the State of Washington (the “State”), is authorized by State law to provide emergency communications services to assist with the dispatch of police and/or fire/emergency management personnel to respond to 911 calls and related services; and WHEREAS, the City of Arlington has for many years contracted with the Snohomish County Police Staff and Auxiliary Services Center (“SNOPAC”), a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under chapter 24.06 RCW as expressly authorized by RCW 39.34.030(3)(b) for the provision of these emergency communications services; and WHEREAS, SNOCOM and SNOPAC have worked for over three years to investigate the feasibility of a consolidating the two agencies and, in the last year and a half the Boards of Directors of the two agencies have negotiated terms and conditions for such a consolidation; and WHEREAS, the Boards of Directors of SNOCOM and SNOPAC have determined that it is in the public interest to consolidate the two agencies in order to improve public safety and achieve economies of scale; and WHEREAS, the Boards of Directors of SNOCOM and SNOPAC have each approved (by at least two-thirds affirmative vote) a resolution authorizing the consolidation of SNOCOM and SNOPAC into a new countywide public safety dispatch agency to be known as Snohomish County 911, pursuant to a plan of consolidation as required by chapter 24.06 RCW (the “Plan of Consolidation”); and WHEREAS, under the Plan of Consolidation, on January 1, 2018 (the “Consolidation Effective Date”), SNOCOM and SNOPAC will become a single new corporation formed as a municipal instrumentality of its members pursuant to RCW 39.34.030 and organized as a nonprofit corporation under chapter 39.34 RCW as authorized by chapter 39.34 RCW, and SNOCOM and SNOPAC will cease to exist as separate legal entities; and WHEREAS, all agencies who are members of SNOCOM and SNOPAC may join Snohomish County 911, either as a full member and co-owner (a “Principal”), or as an associate agency (an “Associate Agency”), or alternatively may become a subscriber (a “Subscriber”) of contract services; and Ordinance 2017-XXXX 2 WHEREAS, Snohomish County 911 is created and will be governed by the terms of the Snohomish County Regional Public Safety Communications Agency Interlocal Agreement, including all exhibits thereto (the “Agreement”) in the form of a governmental nonprofit corporation as authorized by chapter 39.34 RCW (the Interlocal Cooperation Act), and chapter 24.06 RCW (the Nonprofit Miscellaneous and Mutual Corporations Act); and WHEREAS, in 2018 emergency communications dispatch operations will remain largely as they are today, operating out of two existing facilities but under a new unified governance structure under the Agreement; and WHEREAS, the City of Arlington meets the qualifications of a Principal Agency as further defined in the Agreement; and WHEREAS, the City of Arlington has been provided forms of the Agreement, the Articles of Consolidation, the Plan of Consolidation, and other documents related to the consolidation of SNOCOM and SNOPAC in order to make the determinations set forth herein; and WHEREAS, the City Council of the City of Arlington finds it is in the public interest of the citizens of the City of Arlington to become a Principal Agency of Snohomish County 911 and to approve other matters related thereto as set forth herein; NOW, THEREFORE, be it ordained by the City Council of the City of Arlington as follows: Section 1. Approval of the Agreement; Execution. The City of Arlington hereby approves the Agreement in substantially the form attached hereto as Exhibit A and incorporated herein by this reference, and elects to become a Principal of Snohomish County 911. The Mayor is hereby authorized and directed to execute, on behalf of the City of Arlington, the Agreement, in form substantially similar to that attached as Exhibit A, and to take other steps as necessary and to execute any related documents in order that the City of Arlington may become a Princpal of Snohomish County 911. By execution of the Agreement, the City of Arlington hereby approves the consolidation of SNOCOM and SNOPAC pursuant to the Plan of Consolidation. Section 2. Election of Services. The City of Arlington will request police and/or fire/emergency management dispatch services from Snohomish County 911 beginning January 1, 2018, and the Mayor is directed to accordingly complete and submit the certification of service form attached as Exhibit A to the Agreement. Section 3. Approval of Assessments. Arlington’s assessments payable to Snohomish County 911 in 2018 as set forth in Exhibit E to the Agreement are hereby approved and are or will be included within Arlington’s 2018 budget. Ordinance 2017-XXXX 3 Section 4. Severability. If any such provision, section, or part of this ordinance shall be adjudged to be invalid or unconstitutional, such adjudication shall not affect the validity of the ordinance as a whole or any section, provision or part thereof not adjudged invalid or unconstitutional. Section 5. Effective Date. A summary of this Ordinance consisting of its title shall be published in the official newspaper of the City, and shall take effect and be in full force five (5) days after the date of publication. PASSED by the City Council of the City of Arlington and APPROVED by the Mayor this ______ day of _____________________, 2017. CITY OF ARLINGTON ____________________________________ Barbara Tolbert, Mayor ATTEST: ___________________________________ Kristin Banfield, City Clerk APPROVED AS TO FORM: ___________________________________ Steven J. Peiffle, City Attorney SNOHOMISH COUNTY REGIONAL PUBLIC SAFETY COMMUNICATIONS AGENCY INTERLOCAL AGREEMENT i TABLE OF CONTENTS RECITALS………………………………………………………………………………………. 1 SECTION 1. CREATION OF SNOHOMISH COUNTY 911; STATUS OF MEMBERS AS OF THE CONSOLIDATION EFFECTIVE DATE…………………………………………….….... 2 SECTION 2. TERM OF AGREEMENT………………………………………………….…..... 5 SECTION 3. DEFINITIONS. ……………………………………………………….…..............5 SECTION 4. SNOHOMISH COUNTY 911 SERVICES…………………………………..…..10 SECTION 5. SNOHOMISH COUNTY 911 POWERS…………………...……………………11 SECTION 6. GOVERNING BOARD: COMPOSITION AND OPERATION……….………..13 SECTION 7. TECHNICAL ADVISORY COMMITTEES…………………………………….19 SECTION 8. ANNUAL AGENCY ASSEMBLY………………………………………….…...21 SECTION 9. EXECUTIVE DIRECTOR……………………………………………………….22 SECTION 10. PERSONNEL POLICY……………………………………………………........22 SECTION 11. OPERATIONAL POLICY AND SYSTEM EVALUATION…………………..23 SECTION 12. BUDGET; ASSESSMENT FORMULA; PAYMENT OF ASSESSMENTS; DELINQUENCIES; RESERVE FUNDS………………………………………………………..23 SECTION 13. ISSUANCE OF DEBT…………………………………………………….........26 SECTION 14. CONVERSION OF STATUS OF PARTICIPATING AGENCIES; ADDITION OF NEW PRINCIPALS OR SUBSCRIBERS; PROVISION OF ADDITIONAL SERVICES TO PRINCIPALS…………………………………………………………………………….….26 SECTION 15. RETAINED POWERS OF PARTICIPATING AGENCIES……………...........28 SECTION 16. INVENTORY AND PROPERTY………….………………………………...…28 SECTION 17. WITHDRAWAL BY OR TERMINATION OF PRINCIPAL………………….28 SECTION 18. AMENDMENT OF AGREEMENT……………………………………….…....29 SECTION 19. MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS……………………………………………………………………………………30 SECTION 20. TERMINATION OF AGREEMENT; DISSOLUTION ..........………………….30 SECTION 21. DISPUTE RESOLUTION……………………………………………………....31 SECTION 22. INSURANCE………………………………………………………………..…..32 SECTION 23. INDEMNIFICATION AND HOLD HARMLESS……………………….…......32 SECTION 24. INTERGOVERNMENTAL COOPERATION………………………………....34 SECTION 25. NOTICE…………………………………………………………………………34 SECTION 26. COMPLIANCE WITH LAWS.............................................................................34 SECTION 27. VENUE……………………………………………………………………….…35 SECTION 28. NO THIRD PARTY BENEFICIARIES……………………………………..….35 SECTION 29. SEVERABILITY………………………………………………………………..35 SECTION 30. RATIFICATION…………………………………………………….…..………35 SECTION 31. EXECUTION, COUNTERPARTS, AND EFFECTIVE DATE………………..35 ii EXHIBITS AND APPENDICES Exhibit A Initial Election to Receive Emergency Communication Services from Snohomish County 911 ………………………………………………………......A-1 Exhibit B Process for Selecting Governing Board Members and Alternates ..........B-1 Exhibit C Principal Assessment Formula …………………………………..….…C-1 Appendix C-1 Definition of “Calls for Service”……………….…………….C-1-1 Exhibit D 2018 Budget for Snohomish County 911 ….………….………..….. …D-1 Exhibit E 2018 Assessments……………………………………………………....E-1 Exhibit F Assessment Smoothing in First Year of Fully Integrated Services….…F-1 1 SNOHOMISH COUNTY REGIONAL PUBLIC SAFETY COMMUNICATIONS AGENCY INTERLOCAL AGREEMENT THIS SNOHOMISH COUNTY REGIONAL PUBLIC SAFETY COMMUNICATIONS AGENCY INTERLOCAL AGREEMENT (this “Agreement”), incorporating all exhibits hereto, is entered into by and between the parties that execute this Agreement from time to time. RECITALS WHEREAS, the Southwest Snohomish County Public Safety Communication Agency (“SNOCOM”) is a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under chapter 24.03 of the Revised Code of Washington (“RCW”) as expressly authorized by RCW 39.34.030(3)(b); and WHEREAS, the Snohomish County Police Staff and Auxiliary Services Center (“SNOPAC”) is a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under chapter 24.06 RCW as expressly authorized by RCW 39.34.030(3)(b); and WHEREAS, both SNOCOM and SNOPAC provide emergency communication services on behalf of their member agencies and their combined service territory covers the vast majority of Snohomish County; and WHEREAS, the Boards of Directors of SNOCOM and SNOPAC have investigated the means by which consolidation of their two emergency communication services operations may be accomplished for the purpose and benefit of enhancing public safety and the safety of police, fire and emergency medical services staff responding to emergencies (“first responders”); and WHEREAS, the Boards of Directors of SNOCOM and SNOPAC have determined that consolidation of the two agencies will ensure delivery of emergency communication services at or above current service levels; deliver such services to the public and first responders in a highly efficient manner; improve public safety by eliminating the need to transfer tens of thousands of 911 emergency calls between the two agencies each year; realize economies of scale through consolidation of activities; promote interagency collaboration, communication and interoperability; and support efforts to continually identify means to enhance service delivery over time; and 2 WHEREAS, the Boards of Directors of SNOCOM and SNOPAC have each taken formal action to approve the consolidation of their respective agencies in accordance with RCW 24.03.195 and RCW 24.06.220, respectively, into a single agency to be known as Snohomish County 911 (“Snohomish County 911”), in order to provide emergency communication services on a regional basis throughout Snohomish County for participating member agencies and other public and private agencies that may contract with Snohomish County 911 for such services; and WHEREAS, substantial investigation of alternative approaches to the calculation of user fees has resulted in a fee formula which the parties agree is fair and equitable; and WHEREAS, this Agreement is authorized by the Interlocal Cooperation Act (chapter 39.34 RCW); NOW THEREFORE, in consideration of the promises and agreements contained in this Agreement and subject to the terms and conditions set forth herein, it is mutually understood and agreed by the parties as follows: SECTION 1. CREATION OF SNOHOMISH COUNTY 911; STATUS OF MEMBERS AS OF THE CONSOLIDATION EFFECTIVE DATE. a. Creation of Snohomish County 911. Pursuant to Resolution No. 2017-02 adopted by the SNOCOM Board of Directors on October 12, 2017 and Resolution No. 2017-02 adopted by the SNOPAC Board of Directors on October 12, 2017, at least two-thirds of each Board voted in favor of consolidating SNOCOM and SNOPAC as described herein and approved a plan of consolidation (“Plan of Consolidation”) as required by chapters 24.03 and 24.06 RCW. Subsequent to such approval, representatives of SNOCOM and SNOPAC have or will execute the Articles of Incorporation Due to Consolidation (the “Articles”) and have or will file such Articles with the Secretary of State. As permitted by RCW 23.95.210, the effective date for the consolidation shall be January 1, 2018 (the “Consolidation Effective Date”). As of the Consolidation Effective Date: i. SNOCOM and SNOPAC shall be a single corporation to be known as “Snohomish County 911” as provided in the Articles (“Snohomish County 911”). ii. Snohomish County 911 shall be formed as a municipal instrumentality of its Principals pursuant to RCW 39.34.030 and shall be 3 organized as a nonprofit corporation under chapter 24.06 RCW as authorized by chapter 39.34 RCW. This Agreement shall govern the Snohomish County 911. iii. SNOCOM, SNOPAC and each party to this Agreement hereby delegates to Snohomish County 911 the authority to provide emergency communication services as provided herein. iv. The separate existence of SNOCOM and SNOPAC, except as formed as Snohomish County 911, shall cease. v. Snohomish County 911 shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a nonprofit corporation organized under chapter 24.06 RCW. vi. Snohomish County 911 shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of both a public and private nature, of each of SNOCOM and SNOPAC; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of SNOCOM and SNOPAC, shall be taken and deemed to be transferred to and vested in Snohomish County 911 without further act or deed; and the title to any real estate, or any interest therein, vested in Snohomish County 911 shall not revert or be in any way impaired by reason of such consolidation. vii. Snohomish County 911 shall be responsible and liable for all the liabilities and obligations of each of SNOCOM and SNOPAC, and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if such consolidation had not taken place, or Snohomish County 911 may be substituted in its place. Neither the rights of creditors nor any liens upon the property of SNOCOM or SNOPAC shall be impaired by such consolidation. viii. Snohomish County 911, as successor to SNOCOM AND SNOPAC, shall have all rights, privileges, interest, defenses and indemnity protections of all insurance providers for SNOCOM and SNOPAC, including past and current providers, that existed prior to consolidation. ix. The statements set forth in the Articles shall be deemed to be the articles of incorporation of Snohomish County 911. 4 b. Status of SNOCOM and SNOPAC Members as of the Consolidation Effective Date. Each member agency of SNOCOM and SNOPAC which, by December 31, 2017, approves, by action of its legislative authority, the execution and delivery of this Agreement and is qualified to become and elects to be a Principal of Snohomish County 911 by making such designation on the services election form attached hereto as Exhibit A, shall be deemed a Principal of Snohomish County 911 as of the Consolidation Effective Date. Alternatively, by December 31, 2017, a member agency of SNOCOM or SNOPAC may (i) elect to be a Subscriber of Snohomish County 911 by providing written notice of same to Snohomish County 911 together with notice of its service election, (ii) provide notice to Snohomish County 911 of its request to be an Associate Agency, or (iii) provide notice to Snohomish County 911 of its intent to provide its own emergency communication services and to not be a Principal, Subscriber or Associate Agency of Snohomish County 911. The initial Principal, Subscriber, or Associate Agency status of each agency shall remain in place until such status is changed pursuant to the terms of this Agreement. Agencies that elect to become Subscribers shall promptly execute the applicable subscriber contract in a form approved and provided by the Governing Board. Notwithstanding the foregoing, in the interest of public safety, in the event any member agency of SNOCOM or SNOPAC qualified to be a Principal or Subscriber under this Agreement has not, by December 31, 2017, taken official action to execute this Agreement or notified Snohomish County 911 of its intent prior to this subsection, then such member of SNOCOM or SNOPAC shall be deemed to be a Subscriber of Snohomish County 911 for the period between the Consolidation Effective Date and February 15, 2018 (the “Gap Period”). During the Gap Period Snohomish County 911 agrees to provide Emergency Communication Services to such agency in order to allow the agency to complete its formal notification process to Snohomish County 911, and such agency shall be permitted to execute this Agreement and/or elect to be a Principal, Associate Agency, or Subscriber during the Gap Period; provided, that agencies deemed to be Subscribers during the Gap Period pursuant to this paragraph shall be charged a fee for such services based on the 2018 Assessments as described in Exhibit E attached hereto plus a latecomer fee equal to 25% of the pro-rata share of Assessments incurred from the Consolidation Effective Date through the date the agency either executes this Agreement or executes a Subscriber contract with Snohomish County 911. Snohomish County 911 shall seek to promptly resolve the status of any agency deemed to be a Subscriber under this paragraph. 5 SECTION 2. TERM OF AGREEMENT. This Agreement shall have an initial term of six (6) years (the “Initial Term”), and shall thereafter be of infinite duration, subject to termination provisions contained herein. During the Initial Term no Principal may withdraw from this Agreement, provided that a Principal may convert or be converted to Subscriber status as provided in Sections 12 and 14, may annex to or join with another Principal as described in Section 6.r, or may upon action of the Governing Board be terminated from participation in this Agreement as provided in Section 12. SECTION 3. DEFINITIONS. Capitalized terms used in this Agreement shall have the following meanings: a. Additional Services. “Additional Services” are optional services provided by Snohomish County 911 that assist Participating Agencies in the performance of their emergency services duties but are outside the scope of Emergency Communications Services as defined in Section 4.a., for example and without limitation, managed mobile computer services. Additional Services may be offered to all Principals and Subscribers from time to time by separate contract. Terms of agreement for provision of Additional Services are to be negotiated between Snohomish County 911 and a Participating Agency and require Simple Majority Vote approval of the Governing Board. Fees for Additional Services are not part of the Assessment Formula and are not considered User Fees. b. Agency Assembl y. The “Agency Assembly” is the annual meeting of representatives from the Principals, Subscribers and Associate Agencies, as described in Section 8. c. Agreement. “Agreement” means this Snohomish County Regional Public Safety Communications Agency Interlocal Agreement, as it may hereafter be amended or modified, together with all exhibits and appendices hereto, as they may hereafter be amended or modified. d. Ancillary Services. “Ancillary Services” are services that are part of the overall array of Emergency Communications Services, and related to the core functioning of Emergency Communications Services, for example and without limitation, Police Records Services and school panic button monitoring. Ancillary Services are provided by Snohomish County 911 to all Principals and Subscribers and the costs of Ancillary Services are incorporated into User Fees and Assessments. e. Articles. “Articles” mean the Articles of Incorporation Due to Consolidation of Snohomish County 911 as defined in Section 1. 6 f. Assessments. “Assessments” mean the portion of User Fees charged to Principals for Emergency Communication Services in accordance with the Assessments formula in provided for in Exhibit B. Assessments are a subset of User Fees. Changes to the Assessment formula require Supermajority Approval of the Governing Board. Assessments include costs of Ancillary Services but exclude Additional Services. g. Associate Agency. “Associate Agency” is a unit of local government that has executed this Agreement from time to time who is not a Direct Provider and is not Directly Served by Snohomish County 911 but which receives police and/or fire/EMS services though a contract with a Principal or Subscriber of Snohomish County 911. Associate Agencies participate in the selection of a non-voting Governing Board Member as described in Exhibit B, and may participate in the Agency Assembly. h. Consolidation Effective Date. “Consolidation Effective Date” means January 1, 2018. i. Directly Served. “Directly Served” means Principals and Subscribers who receive Emergency Communication Services from Snohomish County 911 and pay User Fees to Snohomish County 911 in exchange for such services. A Principal or Subscriber may operate both fire/EMS service and police service but elect to have only one or the other service Directly Served by Snohomish County 911. j. Direct Provider. “Direct Provider” means a Participating Agency that provides fire/EMS services and/or police services directly, rather than through contract with another agency. k. EMS. “EMS” means Emergency Medical Services as described in RCW 84.52.069(5), as now or later amended, including the provision by the Participating Agencies of emergency medical care or emergency medical services, including related personnel costs, training for such personnel, and related equipment, supplies, vehicles and structures needed for the provision of emergency medical care or EMS. l. Enhanced Police Records Services. “Enhanced Police Records Services” are services in addition to Police Records Services, and include computer searches and actions to enter, modify or delete computer police records associated with: misdemeanor warrants, orders of protection and other orders and directives; stolen property, vehicles, guns or missing persons; performing 20-minute warrant hit confirmations; and serving as the legal holder of records on behalf of a Police Agency for such records. m. Executive Director. The “Executive Director” is the chief operating officer for Snohomish County 911 appointed by and serving at the pleasure of the Governing Board. 7 n. Emergency Communication Services. “Emergency Communication Services” mean those services described in Section 4.a. o. Emergency Public Safety Radio System. The “Emergency Public Safety Radio System” is the Snohomish County emergency radio system developed, owned and, as of the Consolidation Effective Date, operated by SERS, including but not limited to base stations and towers for such radio system and microwave backbone. p. Fire Agency. A “Fire Agency” is a Principal that is a Direct Provider of fire and/or EMS services. q. Fire/EMS Technical Advisory Committee. The “Fire/EMS Technical Advisory Committee” is the advisory board composed of Representatives from Principal and Subscriber fire and EMS departments or agencies as described in Section 7. r. Fully Integrated Services. “Fully Integrated Services” are Emergency Communication Services provided by Snohomish County 911 from and after the date that dispatch services are regularly provided at a single primary facility (which is currently located at 1121 S.E. Everett Mall Way, Everett, WA 98208). Fully Integrated Services are anticipated to begin on or about January 1, 2019. s. Gap Period. “Gap Period” means the period between the Consolidation Effective Date and February 15, 2018. t. Governing Board. The “Governing Board” is the body described in Section 6 and shall be the governing body of Snohomish County 911. u. Initial Term. The “Initial Term” refers to the first six (6) years in which this Agreement shall be in effect. v. Member. A “Member” or “Governing Board Member” is the individual representing a Principal on the Governing Board, or his or her designated alternate. w. Participating Agencies or Participants. “Participating Agencies” or “Participants” refer to Principals and all Subscribers, as they may be so constituted from time to time, and individually referred to as a “Participating Agency” or “Participant.” x. Plan of Consolidation. “Plan of Consolidation” means the plan approved by SNOPAC and SNOCOM as required by chapters 24.03 and 24.06 RCW. y. Police Agency. A “Police Agency” is a Principal that is a Direct Provider of policing services. 8 z. Police Records Services. “Police Records Services” include performing computer searches and entries to locate and/or clear of public safety database records (WACIC/NCIC) including but not limited to stolen articles, stolen vehicles, stolen guns, missing persons and warrants, as well as entry and dissemination of State ACCESS system administrative messages. aa. Police Technical Advisory Committee. The “Police Technical Advisory Committee” is the advisory board composed of Representatives from Principal and Subscriber police, sheriff or similar departments or agencies as described in Section 7. bb. Principal. A “Principal” is a general purpose municipal corporation or government agency, a fire district, a Public Safety Interlocal Operation, a regional fire protection service authority created pursuant to chapter 52.26 RCW , or a State agency created under the laws of State, which is a Direct Provider of police services or fire/EMS services or both, and which has accepted the terms of and has executed this Agreement from time to time. cc. Public Safety Interlocal Operation. “Public Safety Interlocal Operation” includes a joint operation of fire districts and cities for provision of public fire and EMS services entered into and operating pursuant to chapter 39.34 RCW, and may also include a public development authority created pursuant to RCW 35.21.730 et. seq. or a regional fire protection service authority created pursuant to chapter 52.26 RCW, or a nonprofit corporation created for the purpose of facilitating a joint operation between fire districts and cities pursuant to RCW 39.34.030(3). dd. Representative. “Representative” refers to the individual representing a Principal or a Subscriber on the Police Technical Advisory Committee or Fire/EMS Technical Advisory Committee, or his or her designated alternate. ee. SERS. “SERS” is the Snohomish County Emergency Radio System agency created pursuant to chapters 39.34 and 24.06 RCW and an interlocal agreement effective July 1, 1999, as it may thereafter be amended. ff. Simple-Majority Vote. A “Simple-Majority Vote” of the Governing Board means a majority of the votes of the Members present constituting a quorum and voting. gg. Single-Service Principal. A “Single-Service Principal” is a Principal that is formed as a city or town under the laws of State that (1) directly provides either fire/EMS service or police service, but not both, and (2) receives the service it does not directly provide from a Principal or Subscriber, as confirmed by its election of service form (Exhibit A), as it may be updated from time to time per Section 6.c. 9 hh. SNOCOM. “SNOCOM” is the Southwest Snohomish County Public Safety Communication Agency, formed pursuant to chapters 39.34 and 24.03 RCW. ii. Snohomish County 911. “Snohomish County 911” refers to the intergovernmental agency formed pursuant to chapters 39.34 and 24.06 RCW, this Agreement and the Articles. jj. SNOPAC. “SNOPAC” is the Snohomish County Police Staff and Auxiliary Services Center formed pursuant to chapters 39.34 and 24.06 RCW. kk. State. “State” means the state of Washington. ll. Subscriber. A “Subscriber” is a general purpose municipal corporation or government agency, a fire district, a Public Safety Interlocal Operation, a regional fire protection service authority created pursuant to chapter 52.26 RCW, or a state agency created under the laws of the State, other than a Principal, which has agreed to pay Snohomish County 911 for Emergency Communication Services or other services as offered at a rate or rates according to such terms and conditions as may be established by Snohomish County 911 as evidenced by separate contract between Snohomish County 911 and such entity. A “Subscriber” may also be a Principal that is converted to Subscriber status as provided in Sections 12 and 14. A Subscriber may also be a tribal government, a specialized public safety operation within County government, or private for profit or non-profit corporation providing services that require use of Emergency Communications Services, for example and without limitation, a private ambulance service, provided further that Subscribers described in this sentence may not become Principals. mm. Supermajority Vote. A “Supermajority Vote” means Governing Board approval of an item accomplished by securing affirmative votes of both: (1) not less than seventy percent (70%) of all Members of the Governing Board present constituting a quorum and voting, and (2) not less than one voting Governing Board Member representing a Principal Fire Agency or Agencies. nn. Technical Advisory Committees. “Technical Advisory Committees” are the Police Technical Advisory Committee and the Fire/EMS Technical Advisory Committee established by Section 7. oo. Transition Board. The “Transition Board” is the temporary Governing Board organized for the purpose of providing initial oversight of the start-up of Snohomish County 911 pursuant to Section 6.b. 10 pp. User Fees. “User Fees” are fees for service charged to Participating Agencies for all services for Emergency Communication Services provided by Snohomish County 911 whether provided to Principals or Subscribers. User Fees exclude fees for Additional Services and nominal annual membership fees charged to Associate Agencies. User Fees charged to Subscribers may be approved by Simple Majority Vote of the Governing Board. qq. 911 Calls. “911 Calls” are those calls received or dispatched via the statewide emergency communication network of telephone or via other communications means as described in chapter 38.52 RCW. SECTION 4. SNOHOMISH COUNTY 911 SERVICES. a. Snohomish County 911 has the responsibility and authority for providing Emergency Communication Services and all related incidental functions for communicating and dispatching services between the public and Participating Agencies in the furtherance of improved public safety and emergency response, including the following more specifically described services (collectively, “Emergency Communication Services”): i. Receiving 911 Calls and non-emergency public safety calls for police, fire and medical services; ii. Notifying, dispatching, directing, supporting and coordinating public safety personnel response, including dispatching emergency police, fire, medical and other special or supporting specialized emergency responses services and resources (for example and without limitation, SWAT response); iii. Hosting, configuring, and administering public safety technology networks, systems and applications in support of the delivery of Emergency Communications Services; iv. Updating, maintaining and managing radio communications systems (excluding, unless specifically approved by Governing Board, the Emergency Public Safety Radio System), computer systems, support files and resource materials necessary to accomplish the above; v. Police Records Services; vi. Establishing and updating from time to time standard protocols for communications to and from personnel in the field; vii. Providing certain Ancillary Services; and 11 viii. Upon a Supermajority Vote of the Governing Board, providing services then-provided by SERS together with all necessary or advisable additional services and actions directly related to SERS. b. From the Consolidation Effective Date through December 31, 2019, Snohomish County 911 shall provide Enhanced Police Records Services to Principals and Subscribers who were SNOCOM member agencies with Police Agencies that are Directly Served by Snohomish County 911. During this time, such services will be deemed Ancillary Services and are hereby approved as Ancillary Services. No later than May 2019, the Executive Director will make a written recommendation to the Governing Board as to whether, beginning on January 1, 2020, Enhanced Police Records Services should be: (i) discontinued; (ii) offered to all Participating Agencies; or (iii) continue to be provided only to former SNOCOM Police Agencies, and whether such services should be treated as Ancillary Services or Additional Services. The Governing Board shall make a determination regarding the treatment of Enhanced Police Records Services no later than June 30, 2019. c. Snohomish County 911 may also, when authorized by a Simple Majority Vote of the Governing Board, provide Additional Services. Additional Services will be offered by separate contract as optional services to Participating Agencies. Charges for Additional Services, if any, shall be accounted for separately and shall not be included in the calculation of User Fees. SECTION 5. SNOHOMISH COUNTY 911 POWERS. Snohomish County 911, through its Governing Board, shall have all powers allowed by law for interlocal agencies created under RCW 39.34.030 and chapter 24.06 RCW, as they now exist or may hereafter be amended, and as authorized, amended, or removed by the Governing Board, as provided for in this Agreement, and including but not limited to the following: a. Recommend action to the legislative bodies of the Participating Agencies; b. Review and approve budgets for Snohomish County 911; c. Establish policies for expenditures of budget items for Snohomish County 911; d. Review and adopt personnel policies for Snohomish County 911; e. Review and approve operating policies and procedures for Snohomish County 911, its programs and Emergency Communication Services provided pursuant to this Agreement; 12 f. Establish a fund or special fund or funds as authorized by RCW 39.34.030 for the operation of the Snohomish County 911; g. Conduct regular and special meetings as may be designated by the Governing Board consistent with the State Open Public Meetings Act (chapter 42.30 RCW); h. Maintain and manage records in accordance with the State Public Records Act (chapter 42.56 RCW and chapter 40.14 RCW)and other applicable State applicable and federal records laws and regulations; i. Determine what services (including but not limited to Emergency Communication Services and Additional Services) shall be offered and under what terms they shall be offered; j. Retain, terminate, direct and supervise the Executive Director; k. Create committees to review and make recommendations for purposes and duties of committees; l. Approve strategic plans; m. Approve the addition of new Principals and Subscribers and the terms of their participation in Snohomish County 911 and receipt of Emergency Communication Services; n. Enter into agreements with or make purchases from third parties for goods, assets, property and/or services necessary to fully implement the purposes of this Agreement; o. Establish fees and charges for services provided to Participating Agencies; p. Direct and supervise the activities of any advisory board or committee established by the Governing Board; q. Enter into agreements with, and receive and distribute funds, from any federal, state or local agencies; r. To the extent permitted by law, accept loans or grants of funds from any federal, state, local or private agencies and receive and distribute such funds; s. Receive all funds allocated to Snohomish County 911 for services provided pursuant to this Agreement; 13 t. Purchase, take, receive, lease, take by gift, or otherwise acquire, own, hold, construct, improve, use and otherwise deal in and with real or personal property, or any interest therein, in the name of Snohomish County 911; u. Sell, convey, lease, exchange, transfer, and otherwise dispose of all of its real and personal property and assets; v. Sue and be sued, complain and defend, in all courts of competent jurisdiction in Snohomish County 911’s name; w. Make and alter bylaws for the administration and regulation of its affairs consistent with this Agreement; x. Hold radio frequency licenses and software and other licenses to enable Snohomish County 911 to operate radio communications and dispatch systems to meet its public safety responsibilities; y. Enter into contracts with Subscribers to provide Emergency Communication Services and Additional Services pursuant to this Agreement; z. Any and all other acts necessary to further Snohomish County 911’s goals and purposes; and aa. Except as expressly provided above or in Section 13, Snohomish County 911 shall not have the power or authority to issue debt in its own name. SECTION 6. GOVERNING BOARD: COMPOSITION AND OPERATION. a. Composition. Snohomish County 911 shall be governed by a Governing Board composed of fifteen (15) voting members and one (1) non-voting member. Ten (10) of the Governing Board voting member seats shall be allocated to Police Agencies, five (5) Governing Board voting member seats shall be allocated to Fire Agencies, and one (1) non-voting member seat shall be allocated to an Associate Agency or a Single- Service Principal. Governing Board Members and their alternates shall be selected in the manner described in Exhibit B. Notwithstanding the foregoing, from the Consolidation Effective date until the first meeting of the Governing Board, Snohomish County 911 shall be governed by the Transition Board described below. The first meeting of the Governing Board shall occur no later than January 31, 2018, at which point the Transition Board member terms and authority shall expire. b. Transition Board. To govern the Snohomish County 911 until such time as all Participating Agencies and Associate Agencies have an opportunity to conduct their first caucuses and select initial Governing Board Members, a Transition Board will be 14 created for the limited time and purposes described in this subsection. The Transition Board shall be composed of six (6) members, including: three (3) members and one alternate from the 2017 SNOPAC Board of Directors members or alternates and three (3) members and one alternate from the 2017 SNOCOM Board of Directors members or alternates, duly selected by the respective boards in 2017 for this service; provided, that all members of the Transition Board must otherwise be qualified to serve as voting Board Members of Snohomish County 911 and their agencies must be Principals of Snohomish County 911 and a party to this Agreement. Alternates shall serve in the absence of a Transition Board member from their appointing agency. The Transition Board shall be responsible for selecting and appointing an interim Executive Director of Snohomish County 911 to oversee the management of Snohomish County 911 until the first elected Governing Board takes action with respect to this position. The Transition Board shall direct the interim Executive Director to convene the Principals and Associate Agencies no later than January 15, 2018, for purposes of meeting as caucuses to elect the initial Governing Board Members and Alternates. The Transition Board shall only take such actions as are immediately necessary for the conduct of business of the Snohomish County 911 in the month of January 2018. Meetings of the Transition Board shall be open to the public to the extent required by chapter 42.30 RCW. The provisions of this Agreement regarding qualifications to serve (Section 6.c), quorum (Section 6.h), voting (Section 6.i) and conduct of meetings (Sections 6.m and 6.o) of the Governing Board shall apply to the Transition Board. c. Qualifications to Serve. A Governing Board Member, or his or her alternate must be duly selected in the manner described in Exhibit B and must be either: an elected official; chief administrative officer; chief law enforcement officer or fire chief from a Principal, or a person directly-reporting to the chief law enforcement officer or fire chief; or in the case of Snohomish County, the Snohomish County Executive or a Snohomish County Executive Director. d. Terms of Office. Governing Board Members are elected every two (2) years by caucuses at the Agency Assembly, as described further in Exhibit B. The terms of the newly elected Board Members commence with the first Governing Board meeting in May; provided, however, that the first elected Governing Board Members’ terms of office shall run from their date of election in January 2018 through May 20 20 and provided further that the Transition Board shall serve only until the first elected Governing Board Members’ are selected in January 2018. e. Election to Receive Service From Snohomish County 911; Impact on Governing Board Representation. Each Principal shall determine which of its respective public service departments or operations will be Directly Served by Snohomish County 911. The initial election by each Principal as to which of their respective departments or 15 operations will receive services from Snohomish County 911 will be recorded by the submittal by each Principal of a completed service election form, substantially in the form set forth at Exhibit A. The service election form determines whether a Principal participates in a caucus to select either or both a Police Agency Governing Board Member or a Fire Agency Governing Board Member. Single Service Principals shall also participate in the caucus for the non-voting Governing Board Member. Each Principal shall promptly provide written notice to Snohomish County 911 of any changes in its services impacting its qualification as a Police Agency or Fire Agency. f. Conditions for Serving on Governing Board. All Governing Board Members and their alternates shall serve without compensation from Snohomish County 911. However, Snohomish County 911 may pay for or reimburse Governing Board Members and alternates for reasonable out-of-pocket costs related to service on the Governing Board. Members may only serve for such time as they meet the qualification of a Governing Board Member for the Principals with which they served of the start date of their then current term on the Governing Board. g. Alternates. Alternates shall be selected and shall serve in the absence of Governing Board Members in the manner described in Exhibit B. Alternates must meet the same qualifications as Governing Board Member. h. Quorum. A simple majority of the voting Members (or their alternates) in number (excluding any Member that represents a Principal which been terminated by vote of the Governing Board, or which has given notice of withdrawal and is not permitted to vote per terms of Section 17.f) shall constitute a quorum of the Governing Board for purposes of doing business on any issue. i. Voting. The Board shall strive to operate by consensus. All Board decisions on items not listed in Section 6.j require a Simple Majority Vote for approval. A Governing Board Member may not split his or her vote on an issue and there shall be no weighted voting. No voting by proxies or mail-in ballots is allowed. Voting by a designated alternate is not considered a vote by proxy. A Governing Board Member representing a Principal that has given notice of withdrawal or which has been terminated by vote of the Governing Board shall be authorized to cast votes at the Governing Board only on budget items to be implemented prior to the withdrawal or termination date. j. Items Requiring Supermajority Vote for Approval. A Supermajority Vote of the Governing Board shall be required in order to approve the following items or actions: i. Amendment to the Principals’ Assessment formula(s); ii. Approval of a budget that exceeds the prior approved budget by a percentage in excess of the most recently published Consumer Price Index – 16 Urban for the Seattle/ Tacoma/Bremerton metropolitan area, June - June, calculated by the Federal Bureau of Labor Statistics, or its successor index, plus 4% (adjusted as necessary to accomplish the same annual cost increase limitation in the event Snohomish County 911 transitions to a biennial budget). iii. A decision to acquire assets, equipment, real or personal property valued at over $500,000; iv. Admission of a new Principal (other than admission of an Associate Agency as a Principal, or a Principal created by the merger, consolidation or other process as described in Section 6.r); v. Reinstatement of a Principal that has been converted to Subscriber; vi. Appointing the Executive Director (a Simple Majority Vote is required for removal of the Executive Director); vii. Expansion of the scope of services provided by Snohomish County 911 within the Scope of Section 4.a and 4.b, including but not limited to acquiring assets held by SERS and providing services then-provided by SERS in accordance with Section 4.a.vii.; viii. Adoption or amendment of any bylaws, or amendment of the Articles; ix. Merger, consolidation, sale of all or substantially all assets of the Snohomish County 911 per Section 19; x. Modification of this Agreement (except for those items requiring approval of all legislative bodies of the Principals per Section 18); xi. Termination or dissolution of Snohomish County 911 per Section 20; xii. Approval of debt pursuant to Section 13; and xiii. Any other action requiring a two-thirds or sixty six-percent (66%) supermajority vote under chapter 24.06 RCW. k. Officers. The Governing Board shall have four officers, a President and Vice-President, Secretary and Treasurer, who will serve two (2) year terms, coterminous with Governing Board Member elections. It will be the function of the President to preside at the meetings of the Governing Board. The Vice-President shall assume this role in absence of the President. Immediately following the election of Governing Board Members, at the first meeting of the Governing Board, the officers shall be elected by Simple Majority Vote of the Members. In the event of a vacancy in the President position, the Vice-President shall assume the President position for the balance of the term of the departed President. In the event of a vacancy in the Vice-President position, the Governing Board shall by Simple Majority Vote elect a new Vice-President to serve to the balance of the term of the departed Vice-President. Any officer appointed by the Governing Board may be immediately removed by Simple Majority Vote of the Governing Board, with or without cause, in which event the Governing Board shall 17 promptly elect a new officer who shall serve for the remainder of the unexpired two-year term. The Governing Board may appoint persons to serve as Secretary and Treasurer of Snohomish County 911; provided, that such persons shall not be Members of the Governing Board. The duties of all officers shall be further described in the Snohomish County 911 Bylaws. l. Staffing. The Executive Director shall assign agency staff to support the Governing Board as he or she deems appropriate. m. Meetings. The Governing Board shall meet not less than four (4) times per year, at least once each calendar quarter, at a time and place designated by the President of the Governing Board or by a majority of its Members. Regular meetings shall be held pursuant to a schedule adopted by the Governing Board. Special meetings may be called by the President or a majority of Governing Board Members upon giving all other Members notice of such meeting in accordance with chapter 42.30 RCW (which, as of the date of this Agreement, requires written notice to be provided to each Member at least twenty-four (24) hours prior to the meeting). Notwithstanding the foregoing, the President or Members calling a special meeting will, in good faith, attempt to provide at least ten (10) days prior written notice of a special meeting, however, failure to do so will not invalidate any otherwise legal action taken at a meeting where the proper notice was provided in accordance with chapter 42.30 RCW. In an emergency, the Governing Board may dispense with written notice requirements for special meetings, but must, in good faith, implement best efforts to provide fair and reasonable notice to all Governing Board Members. Members of the Governing Board may participate in a meeting through the use of any means of communication by which all Members and members of the public participating in such meeting can hear each other during the meeting. Any Governing Board Members participating in a meeting by such means is deemed to be present in person at the meeting for all purposes including, but not limited to, establishing a quorum. n. Bylaws. The Governing Board shall be authorized to establish bylaws that govern procedures of the Governing Board. o. Parliamentary Authority. Robert’s Revised Rules of Order shall govern any proceeding of the Governing Board to the extent not inconsistent with this Agreement or the bylaws adopted by the Governing Board. p. Consultation with Technical Advisory Committees. It is the intent of this Agreement that the Governing Board shall seek the active participation and advice of Participating Agencies in the determination of Snohomish County 911 operating policies. The Technical Advisory Committees shall have the opportunity to provide reports at each 18 regular Governing Board meeting. The Governing Board shall consider input from the Technical Advisory Committees in its deliberations. q. Boundary Changes or Service Territory Changes. It is the responsibility of each Participating Agency to provide reasonable advance notice to Snohomish County 911 of any boundary changes, or service territory changes that may occur due to annexation, merger, or other reason, so that Snohomish County 911 may accurately dispatch calls, accurately track calls for service data and accurately assess User Fees; provided, however, until such time as Snohomish County 911 has sufficiently accurate data (such as an official population estimate from the State) by which to calculate User Fees for the Participating Agencies(s) involved, Snohomish County 911 shall continue to bill each Participating Agency on the basis of Snohomish County 911’s most accurate data and the parties involved in the boundary or service territory change shall amongst themselves address any User Fee allocation issues. r. Service Changes; Merger or Annexation of a Participating A gency; Formation of New Public Safety Interlocal Operation. It is the responsibility of each Participating Agency to provide reasonable advance notice to Snohomish County 911 of any boundary changes, or service territory changes that may occur due to annexation, merger, or other reason. In the event a Participating Agency merges or annexes to a Principal or becomes a member agency of a Public Safety Interlocal Operation that is a Principal, the merged or annexed Participating Agency’s rights and obligations under this Agreement shall be assumed in full by the Principal without further action by the Governing Board. In the event that Participating Agencies, which meet the qualifications of this paragraph, join together to create a new Public Safety Interlocal Operation (for example and without limitation, creation of a new regional fire authority under chapter 52.26 RCW), and as a result of such formation the fire/EMS operation or police operation of such Participating Agencies are no longer Directly Served by Snohomish County 911, then after all of the necessary assignments and agreements are executed related to the creation of the Public Safety Interlocal Operation, the newly created Public Safety Interlocal Operation shall become a Principal and a party to this Agreement without further action of the Governing Board. At such time the rights and obligations of the forming Participating Agencies shall be assumed by the Public Safety Interlocal Operation. Notwithstanding the foregoing, in order for the newly created Public Safety Interlocal Operation to become a Principal and a party to this Agreement without further action of the Governing Board, each Participating Agency at the time of formation of the newly created Public Safety Interlocal Operation must (i) be a current Principal and party to this Agreement, or 19 (ii) have previously been a member of SNOCOM or SNOPAC and otherwise independently qualifies as a Principal under this Agreement. Notwithstanding anything in this paragraph to the contrary, if a merged or annexed Principal retains a separate public safety operation that is Directly Served by Snohomish County 911, then that Principal shall maintain its status and shall retain all its rights and obligations under this Agreement with respect to its Directly Served public safety operation. s. Associate Agencies. Associate Agencies shall be charged a nominal annual membership fee at a level set from time to time by Simple Majority Vote of the Governing Board. An Associate Agency which stops contracting for police and/or fire/EMS services from a Principal and requests to be Directly Served by Snohomish County 911 shall be approved by the Governing Board as a Principal per Section 14.d and shall not be subject to any latecomer fees in making this transition. SECTION 7. TECHNICAL ADVISORY COMMITTEES. a. Creation and Membership. Two Technical Advisory Committees shall be created to serve in an advisory capacity to the Governing Board and Executive Director. i. Police Technical Advisory Committee. The Police Technical Advisory Committee shall consist of the chief or his or her designee from each Principal and Subscriber police department or equivalent agency or operation Directly Served by Snohomish County 911. ii. Fire/EMS Technical Advisory Committee. The Fire/EMS Technical Advisory Committee shall consist of the chief or his or her designee from each Principal and Subscriber with a Fire/EMS department or equivalent agency or operation Directly Served by Snohomish County 911. b. Technical Advisory Committee Representatives. Persons serving on either Technical Advisory Committee shall serve without compensation from Snohomish County 911. However, Snohomish County 911 may pay for or reimburse Representatives and alternates for reasonable out-of-pocket costs related to service on the Technical Advisory Committees. c. Alternates. Each Representative serving on a Technical Advisory Committee may designate one alternate, confirmed in writing, to serve when such Representative is absent or unable to serve provided that such alternates must have operational responsibilities within their respective agencies. Written notice of the appointment of an alternate shall be provided to the Chair the applicable Technical Advisory Committee prior to the alternate serving in the absence of the Representative. 20 d. Powers. Each Technical Advisory Committee shall meet individually as frequently as their members deem appropriate, but not less than twice each year, for the purpose of promoting interagency collaboration and cooperation, information sharing, discussion and review of agency operating policy and such other matters as the Governing Board may request. The Technical Advisory Committees shall provide advice, information, and recommendations to the Governing Board and the Executive Director. e. Quorum. One-third of the Representatives of each Technical Advisory Committee (or any alternates present and participating in place of a Representative) shall constitute a quorum for meetings of such Committee. f. Voting. All actions and recommendations of the Technical Advisory Committees shall be approved by majority vote of those present and voting. Each Representative shall have one vote. There will be no weighted voting, proxy voting, or mail-in voting. g. Officers. Each Technical Advisory Committee shall have two officers, a Chair and Vice-Chair. It will be the function of the Chair to preside at the meetings of his/her respective Technical Advisory Committee, and the Vice-Chair shall assume this role in absence of the Chair. The officers shall be initially elected at the first meeting of each Technical Advisory Committee after the effective date of this Agreement, by majority vote of the Representatives on the respective Technical Advisory Committee, and shall serve for a one-year term. Annually thereafter, the Vice Chair shall assume the role of Chair and the Joint Operating Board shall elect a new Vice-Chair. In the event of a vacancy in the Chair position, the Vice-Chair shall assume the Chair for the balance of the term of the departed Chair. In the event of a vacancy in the Vice-Chair position, the Technical Advisory Committee shall elect a new Vice-Chair to serve to the balance of the term of the departed Vice-Chair. An officer of a Technical Advisory Committee elected to fill the unexpired term of his or her predecessor shall not be precluded from serving a full annual term of office following the end of such unexpired term. h. Staffing. The Technical Advisory Committees shall be staffed by the Executive Director and such additional agency staffing as the Executive Director may deem appropriate. i. Meetings. All meetings of each Technical Advisory Committee shall be open to the public if and to the extent required by chapter 42.30 RCW. Regular meetings shall be held pursuant to a schedule approved by the Technical Advisory Committee. Special meetings may be called by the Chair of the Technical Advisory Committee or a majority of the Representatives of the Technical Advisory Committee. Members of the Technical Advisory Committees may participate in meetings through the use of any 21 means of communication by which all Representatives and members of the public participating in such meeting can hear each other during the meeting. Any Representatives participating in a meeting by such means is deemed to be present in person at the meeting for all purposes including, but not limited to, establishing a quorum. SECTION 8. ANNUAL AGENCY ASSEMBLY. a. Purpose. To provide a forum for an exchange of information and ideas between Snohomish County 911 and its Principals, Subscribers and Associate Agencies, the Governing Board shall in April of each year convene an Agency Assembly, at which the Executive Director shall present an annual report outlining: i. Activities of Snohomish County 911 for the previous calendar year; ii. The proposed work program and significant events in the current calendar year; financial condition of Snohomish County 911; iii. Results of Governing Board adopted performance benchmarks; and iv. The proposed budget policy for the upcoming year. Also at the Agency Assembly, Board President shall offer remarks on behalf of the Board. The Agency Assembly shall be open to the public to the extent required by chapter 42.30 RCW. b. Governing Board Meeting at the Agency Assembly. The required annual Governing Board meeting shall occur immediately after the Agency Assembly. c. Caucuses for Election of Board Members. Every two (2) years, beginning in 2020, the Agency Assembly agenda will include a time for caucuses to meet and elect governing Board Members and their alternates as provided in Section 6 and Exhibit B, and to announce the results of the caucus deliberations. d. Attendance. Each Principal, Subscriber, and Associate Agency may send one or more elected officials as well as police chiefs, fire chiefs, their deputies or assistants or other personnel to participate in the Agency Assembly. Participation in caucuses for election of Governing Board Members is governed by Exhibit B. e. Action by Attendees. Attendees of the Agency Assembly may vote to recommend changes to the proposed budget policy, work program and performance measures program, and may provide additional comments and questions to the Governing Board. Voting by attendees shall be based on one-vote per each Principal, Subscriber, and Associate Agency, with a simple majority vote of all agencies represented at the 22 meeting required to approve any recommendation to be forwarded to the Governing Board. The actions and recommendations of attendees at the annual Agencies’ Assembly shall be advisory to the Governing Board. SECTION 9. EXECUTIVE DIRECTOR. The Governing Board shall be responsible for the appointment and termination of the Executive Director. An interim Executive Director shall be appointed by the Transition Board as provided in Section 6.b. The interim Executive Director shall serve in such capacity until a permanent Executive Director is appointed by the Governing Board. A Supermajority Vote of the Governing Board is required to appoint the Executive Director of Snohomish County 911. The Executive Director shall be responsible to the Governing Board and shall advise it from time to time on a proposed budget and other appropriate matters in order to fully implement the purposes of this Agreement. The Executive Director shall administer Snohomish County 911 in its day-to-day operations, including but not limited to: approving and overseeing the administration of all operating procedures and public records management procedures consistent with Governing Board policies; and appointing persons to fill other staff positions in the Snohomish County 911 and overseeing the evaluation and discipline, hiring and firing of employees, and administration of collective bargaining agreements and other personnel contracts consistent with Governing Board policies. Only the Governing Board shall be authorized to hire or retain legal counsel and independent accountants and auditors. Other consultants or legal counsel for specialized purposes within the Executive Director’s signing authority as it may be defined by the Board from time to time may be designated in such manner as the Governing Board may determine subject to Sections 5 and 6. The Executive Director shall have experience in technical, financial and administrative fields and his or her appointment shall be on the basis of merit only. The Executive Director is an “at will” employee and may be terminated upon the Simple Majority Vote of the Governing Board. SECTION 10. PERSONNEL POLICY The Executive Director shall, as necessary from time to time, submit to the Governing Board a proposed personnel policy for the Governing Board’s approval, rejection or modification. All modifications or revisions to such personnel policies must be approved by the Governing Board if and to the extent required in such policies. 23 SECTION 11. OPERATIONAL POLICY AND SYSTEM EVALUATION. The Executive Director shall actively consider and evaluate means and opportunities toward the enhancement of operational effectiveness of emergency services. The Executive Director shall present his or her recommendations to the Technical Advisory Committees and the Governing Board from time to time. SECTION 12. BUDGET; ASSESSMENT FORMULA; PAYMENT OF ASSESSMENTS; DELINQUENCIES; RESERVE FUNDS. a. Budget Fiscal Year. The Snohomish County 911 budget fiscal year shall be either the calendar year, or two calendar years, as the Governing Board may determine. b. Budget Policy Direction. The Executive Director shall present a proposed outline of the policy approach to the budget for the upcoming budget to the attendees of the Agency Assembly. Input received from attendees at the Agency Assembly shall be reported to the Governing Board. After receiving such reports, the Governing Board shall adopt a budget policy as direction for the Executive Director in preparing the budget. c. Budget Approval. The Executive Director shall present a proposed budget to the Governing Board by no later than August 1 preceding the next budget period and the Governing Board shall approve its budget by no later than September 15. Thereafter and in no event later than September 25, Participating Agencies shall be advised on the programs and objectives contained in the proposed budget, of any changes in the User Fee formula(e), and of the required financial participation for each Principal and Subscriber for the following year(s) based upon the proposed budget. Participation by each Principal and Subscriber is contingent upon subsequent legislative appropriation for the following fiscal year. Principals and Subscribers shall promptly notify Snohomish County 911 if it does not approve its budget allocation. Any Principal not approving its full budget allocation (Assessment and cost of any Additional Services it has agreed to purchase) shall be automatically converted to Subscriber status effective the first day of the budget year (whether biennial or annual) for which the Principal did not approve its budget allocation, and subject to penalty as described in Section 12. d. User Fee Formula. The User Fee formula applicable to Principals for Emergency Communications Services referred to as the “Assessment formula”, shall be initially approved as set forth in Exhibit C to this Agreement. The Assessment formula(e) may be changed from time to time as part of the budget process, and any such changes shall be approved by Supermajority Vote of the Governing Board in accordance 24 with Section 6.j. In the event the Snohomish County 911 assumes the authorities of SERS as authorized in Section 4.c., the costs associated with delivering that expansion of services shall be incorporated into the Assessment formula and the User Fee for Subscribers as the Board shall determine by Supermajority Vote. Additional Services require only Simple Majority Vote of the Governing Board to approve. The Assessment formula(e) for Principals may be different from the User Fee formula applicable to Subscribers. It is expressly contemplated that Participating Agencies may become subject to differential User Fee formulae (including differential Assessment formula(e)) over time based upon the benefit conferred to such agencies. e. Payment of Assessments. Assessments shall be payable not less frequently than quarterly on or before such dates as the Governing Board may determine. f. Delinquent Assessments. Assessments not paid when due by a Principal shall begin to accrue interest on the date the Assessment was originally due and shall continue until the Assessment is paid (together with all accrued interest) in full at the Federal Prime Rate plus 3%. Snohomish County 911 shall, within seven (7) business days of the due date, send notice to any delinquent Principal and provide a 60-day cure period from the original due date of the payment, during which period the Assessment shall accrue interest as provided in the immediately preceding sentence. If such Assessments and accrued interest are not paid in full within 60 (sixty) days of the original due date, then the Principal delinquent in payment of Assessments shall upon such 60th day be deemed immediately converted to the status of a Subscriber and subject to penalty as described in Section 14. In the event a Principal converted to Subscriber status due to non-payment of fees shall not have paid in full all Assessments and interest owing by six (6) months after the original due date, then the Governing Board may terminate services to such Subscriber, which termination shall not absolve the Subscriber of its obligation to pay all Assessments past due, together with interest. g. Terms of Subscriber Contracts. Snohomish County 911 may enter into contracts with Subscribers from time to time for the purpose of providing Emergency Communication Services and other services as provided herein. Subscriber contracts may provide for the same or different payment schedules and payment formulas as those which apply to Principals; provided that, a Subscriber which, at the time it determined to become a Subscriber, was qualified to become a Principal but elected not to, shall be subject to payment of a risk premium of not less than six percent of its annual User Fees, or such other greater amount as the Governing Board may determine. Revenues from such risk premium shall be placed in Snohomish County 911 reserves. Subscriber contracts shall provide that User Fees not paid when due by a Subscriber shall begin to accrue interest on the date the User Fee was originally due and shall continue until the User Fee is paid (together with all accrued interest) in full at the Federal Prime Rate plus 25 3%. Snohomish County 911 shall, within seven (7) business days of the due date, send notice to any delinquent Subscriber. In the event a Subscriber does not pay in full all User Fees plus accrued interest within six (6) months from the date of initial delinquency, the Governing Board may terminate services to such Subscriber. Any such termination shall not absolve the Subscriber of its obligation to pay any amounts owing to Snohomish County 911, including any accrued interest. h. Reserve Funds. The Governing Board shall establish capital and operating reserve funds or accounts at the times and in the amounts necessary to ensure funds are on hand to reasonably address planned and unforeseen capital and operating expenses and to minimize the need for large increases in Assessments and/or User Fees from year to year as a result of acquisition or replacement of capital assets or equipment, and to fund the timely replacement of aging technology, equipment and systems. All amounts held in reserve funds held by SNOCOM and SNOPAC as of the Consolidation Effective Date shall be transferred to Snohomish County 911 to be placed in a reserve fund or funds at Snohomish County 911. i. Snohomish County 911 2018 Budget and User Fees. Notwithstanding the requirements in this Agreement regarding approval of budgets, Assessments and User Fees to the contrary, the following terms and conditions will apply with respect to the budget, Assessments and User Fees for Snohomish County 911 in 2018. i. The budget for Snohomish County 911 for 2018 shall be adopted substantially as set forth in Exhibit D; essentially, the adopted SNOCOM 2018 budget plus the adopted SNOPAC 2018 budget, including an amount to pay for transition costs to be funded from reserves. ii. The 2018 budget shall be subject to amendment as the Governing Board deems necessary or appropriate. iii. Assessments for Principals for Emergency Communication Services provided under this Agreement through December 31, 2018 shall be as set forth in Exhibit E, and are based on the assessments each agency would have paid had the consolidation of SNOCOM and SNOPAC not occurred. Such assessments shall be payable not less frequently than quarterly in accordance with regular practice of SNOCOM and SNOPAC, and shall be subject to such delinquency and other penalties as provided herein. iv. Any Principals or Subscriber purchasing Additional Services in 2018 shall do so through entering into a separate contract with Snohomish County 911. 26 j. Rate Smoothing. As further described in Exhibit F, “rate smoothing” will be applied in the first budget year in which the Assessment formula defined in Exhibit C is applied. SECTION 13. ISSUANCE OF DEBT. Except as otherwise provided in Section 5, Snohomish County 911 shall not have the power to issue obligations or to incur debt. However, it is anticipated that Snohomish County 911 may require capital funding from time to time to support facilities, technology and equipment needs. Bonds, notes or other evidences of indebtedness may be issued from time to time by one or more Participating Agencies or by another issuer pursuant to a separate agreement between one or more Participating Agencies and Snohomish County 911 in order to provide capital financing for Snohomish County 911 on terms as agreed upon by the parties thereto. The security and sources of payment for any such debt will be determined at the time of issuance, which may include User Fees and/or capital contributions from the Principals. Any User Fees and/or capital contributions for such purposes shall be approved by Supermajority Vote of the Governing Board. Further, in the event that any Principal is obligated to make a capital contribution, such obligation shall be subject to approval by its legislative authority. To the extent that any bonds or other debt is issued on a tax-exempt basis under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), the Participating Agencies agree to not (1) make any use of the proceeds from the sale of such bonds or other debt that will cause the bonds or other debt to be “arbitrage bonds” within the meaning of the Code, or (2) act or fail to act in a manner that will cause the bonds or other debt to be considered obligations not described in Section 103(a) of the Code. SECTION 14. CONVERSION OF STATUS OF PARTICIPATING AGENCIES; ADDITION OF NEW PRINCIPALS OR SUBSCRIBERS; PROVISION OF ADDITIONAL SERVICE TO PRINCIPALS. a. As described in Sections 12.c and 12.f hereof, a Principal may be converted to Subscriber status for failure to approve its share of the budget or for nonpayment or delinquency in payment of User Fees. On the date of such conversion, said former Principal shall: i. lose its right to participate in a caucus for selecting a voting Governing Board member; ii. lose its right to receive a share of Snohomish County 911 assets upon dissolution of Snohomish County 911; 27 iii. become subject to payment of User Fees in accordance with the then applicable User Fee formula for Subscribers; and iv. be bound by the terms of the applicable Subscriber service contract(s). The conversion of a Principal to Subscriber shall not discharge or relieve any Principal of its outstanding obligations to Snohomish County 911. b. A Principal may alternately elect to convert to Subscriber status effective the first day of the next budget period (whether Snohomish County 911 is operating under an annual or biennial budget) by giving notice of its intent to the Governing Board not less than nine (9) months in advance of such effective date. Such conversion shall be effective as proposed without further action of the Governing Board, barring any basis for terminating the Principal and action thereon by the Governing Board. c. A governmental entity otherwise meeting the qualifications of a Principal in Section 3 hereof may be admitted as a Principal of Snohomish County 911 upon Supermajority Vote of the Governing Board as required under Section 6.j. Similarly, a Subscriber may apply to the Governing Board to be converted to Principal status. As a condition of becoming a Principal, whether by conversion or new admission, the Governing Board may require payment or other contributions or actions by the new Principal as the Governing Board may deem appropriate, and may set such start date for service as it deems appropriate, it being the intention of this provision that the addition of new Principals shall not cause the then-current Participants to incur additional cost. Upon such conversion or new admission, such new Principal shall execute this Agreement in its capacity as Principal and shall thereafter be subject to all provisions of this Agreement applicable to Principals. d. Notwithstanding anything to the contrary in this Agreement, an Associate Agency meeting the qualifications of a Principal may become a Principal effective the first day of the next budget year, without making any latecomer payment or contribution, upon giving notice of its intent to the Governing Board not less than nine (9) months in advance of such effective date. Such conversion shall be become effective on such date without further action of the Governing Board. e. The determination of whether to accept new Subscribers shall be made by the Governing Board in a manner similar, and subject to such terms and conditions, as that for accepting new Principals, it being the intention that the addition of new Subscribers shall not cause pre-existing Participating Agencies to incur additional cost. f. A Principal wishing to receive service from Snohomish County 911 for an operating department in addition to a department already served by Snohomish County 28 911 may make application to the Governing Board in the same manner as, and be subject to such conditions and approvals as the Governing Board may deem appropriate for, an entity (other than an Associate Agency) seeking admission as a new Principal. SECTION 15. RETAINED POWERS OF PARTICIPATING AGENCIES. Each Participating Agency shall retain the responsibility and authority for its operational departments and for such equipment and services as are required at its place of operation to interconnect to Snohomish County 911’s operations. Interconnecting equipment and services necessary to the provision of authorized Snohomish County 911 services may be funded through Snohomish County 911’s budget and operational programs. SECTION 16. INVENTORY AND PROPERTY. Equipment, vehicles and furnishings for Snohomish County 911’s operation shall be acquired as provided by law. If any Participating Agency provides equipment or furnishings for Snohomish County 911’s use, title to the same shall rest with the respective local entity unless that equipment or furnishing is acquired by Snohomish County 911. The Executive Director shall maintain and bi-annually update an inventory of equipment and furnishings owned by, leased or temporarily assigned to Snohomish County 911, and the values thereof. In event of dissolution or termination of Snohomish County 911, assigned or loaned items shall be returned to the lending entity and all other items or funds derived from the sale thereof shall be distributed to Principals as described in Section 20. SECTION 17. WITHDRAWAL BY OR TERMINATION OF PRINCIPAL. a. Any Principal may withdraw its membership and terminate its participation in this Agreement by providing written notice and serving that notice on the Governing Board on or before June 30 in any year. After providing appropriate notice as provided in this Section, that Principal’s membership withdrawal shall become effective on the last day of the calendar year following the year in which the notice is given. A Principal that has given notice of its intent to terminate must meet with the Executive Director or his or her designee to develop a departure plan. The departure plan is intended to ensure an orderly separation of the Principal from New Agency and ensure minimal disruption in 911 Calls response for the public. The departure plan may include the transfer of funds and equipment or other assets and must be approved by Simple Majority Vote of the Board. Notwithstanding anything herein to the contrary, Principals shall be prohibited from withdrawing their membership and terminating their participation in this Agreement during the Initial Term; provided, a Principal may give appropriate notice of its intent to withdraw pursuant to this Section during the Initial Term, and in such event that 29 Principal’s membership withdrawal shall become effective on the last day of the calendar year that coincides with the end of the Initial Term. b. Notwithstanding the foregoing, a Principal may be terminated at any time by action of the Governing Board for delinquencies of at least six (6) months in payment of Assessments and interest per Section 12.f. c. Time is of the essence in giving notice of termination and/or withdrawal. d. A terminating and/or withdrawing Principal is deemed to forfeit any and all rights it may have to Snohomish County 911’s personal or real property, or any other ownership in Snohomish County 911, unless otherwise provided by the Governing Board; provided further that this forfeit of rights shall not apply to personal property on loan to Snohomish County 911 from the terminating or withdrawing Principal. e. The termination and/or withdrawal of a Principal shall not discharge or relieve any Principal of its outstanding obligations to Snohomish County 911. f. A Governing Board Member representing a Principal that (i) has given notice of withdrawal, or (ii) has been terminated by vote of the Governing Board which termination is effective at a future date, shall be authorized to cast votes at the Governing Board only on budgets items to be implemented prior to the withdrawal or termination date. SECTION 18. AMENDMENT OF AGREEMENT. The following terms of this Agreement may only be amended in writing after receipt of the approval of the legislative authorities of all Principals: a. Expansion of the scope of services provided by the Snohomish County 911 beyond the scope of Section 4. b. The composition of the Governing Board and terms of office as provided in Sections 6.a and 6.d. c. Voting rights of Governing Board Members. d. Powers of the Governing Board. e. Hold harmless and indemnification requirements. f. Provisions regarding duration, termination or withdrawal. g. The conditions of this Section. The parties to this Agreement acknowledge and agree that provisions in this Agreement that are not specifically identified in (a) through (g) above reflect the Principals’ direction as to the initial operational and administrative policies and procedures to be implemented by the Governing Board. With the exception of the foregoing items that require 30 affirmative approval of the legislative authorities of all Principals, the parties to this Agreement authorize the Governing Board to modify this Agreement from time to time in order to carry out the corporate purposes of Snohomish County 911. Any such modification shall be in writing and executed by the President of the Governing Board after providing not less than thirty (30) days’ advance written notice to all Principals of such proposed modification, and upon approval of a Supermajority Vote of the Governing Board. Nothing in this Section shall be construed to require legislative authority consent for the addition of a new Principal, conversion of an Associate Agency to a Principal, or agreement to serve an additional Subscriber. SECTION 19. MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS. Approval of the merger or consolidation of Snohomish County 911 with another entity, or the sale of all or substantially all assets of Snohomish County 911, shall require a Supermajority Vote of the Governing Board. SECTION 20. TERMINATION OF AGREEMENT; DISSOLUTION. a. Generally. This Agreement may be terminated upon the approval of a Supermajority Vote of the Governing Board. The termination shall be by direction of the Governing Board to wind up business by a date specified by the Governing Board, which date shall be at least one (1) year following the date of the vote to terminate. Upon the final termination date, this Agreement shall be fully terminated. b. Distribution of Property on Termination of Agreement. Upon termination of this Agreement, all property acquired during the life of this Agreement remaining in ownership of Snohomish County 911 shall be disposed of in the following manner: i. Real or Personal Property. All real or personal property purchased pursuant to this Agreement and all unexpended funds or reserve funds, net of all outstanding Snohomish County 911 liabilities, shall be distributed to those Principals still participating in the Snohomish County 911 on the day prior to the termination date and shall be apportioned between Principals based on the ratio that the average of each Principals’ contributions to the operating budget over the preceding five (5) years bears to the total of all then remaining Principals’ User Fees paid during such five-year period. The Governing Board shall have the discretion to allocate the real or personal property and funds as it deems appropriate, and the apportionment, determined consistent with the preceding sentence, need not be exact. 31 ii. Loaned Property. In the event of dissolution or termination of the Snohomish County 911, assigned or loaned assets shall be returned to the lending entity. iii. Allocation of Liabilities. In the event outstanding liabilities of the Snohomish County 911 exceed the value of personal and real property and funds on hand, all Principals shall contribute to retirement of those liabilities in the same manner as which they would share in the distribution of properties and funds. c. Notwithstanding the foregoing, this Agreement may not be terminated if to do so would abrogate or otherwise impair any outstanding obligations of the Snohomish County 911, unless provision is made for those obligations. SECTION 21. DISPUTE RESOLUTION. a. Whenever any dispute arises between a Principal or the Principals or between the Principals and the Snohomish County 911 (referred to collectively in this Section as the “parties”) under this Agreement which is not resolved by routine meetings or communications, the parties agree to seek resolution of such dispute by the process described in this Section, which shall also be binding on Subscribers. b. The parties shall seek in good faith to resolve any such dispute or concern by meeting, as soon as feasible. The meeting shall include the President of the Governing Board, the Executive Director, and a representative(s) of the Principal(s), if a Principal(s) is involved in the dispute, and/or a person designated by the Subscriber(s), if a Subscriber(s) is involved in the dispute. c. If the parties do not come to an agreement on the dispute or concern, any party may request mediation through a process to be mutually agreed to in good faith between the parties within 30 days, which may include binding or nonbinding decisions or recommendations (whichever is mutually agreed to). The mediator(s) shall be mutually agreed upon and shall be skilled in the legal and business aspects of the subject matter of this Agreement. The parties shall share equally the costs of mediation and assume their own costs. SECTION 22. INSURANCE. The Governing Board, Executive Director, and Technical Advisory Committees shall take such steps as are reasonably practicable to minimize the liability of the Participating 32 Agencies, including but not limited to the utilization of sound business practice. The Governing Board shall determine which, if any, insurance policies or self-insurance programs for governmental entities authorized in the State of Washington may be reasonably and practicably acquired to cover liability exposures and other potential losses arising from the operations of the Snohomish County 911 and the activities of the parties pursuant to this Agreement (which may include Directors and Officers, Commercial General Liability, Auto, Workers’ Compensation, Stop Gap/Employer’s Liability, errors and omissions, crime/ fidelity insurance, CyberRisk, property damage or loss), and shall direct the acquisition of same. SECTION 23. INDEMNIFICATION AND HOLD HARMLESS. a. Each Principal shall defend, indemnify and hold other Principals, their officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of that Principal’s negligent acts or omissions in connection with the performance of its obligations under this Agreement, except to the extent the injuries or damages are caused solely by the acts of a Principal; provided, that if any such Claim is based on the concurrent negligence of more than one Principal, then the indemnifying party’s obligation hereunder applies only to the extent of its negligence. b. Each Principal shall defend, indemnify and hold the Snohomish County 911 and its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of that Principal’s negligent acts or omissions in connection with the performance of its obligations under this Agreement, except to the extent the injuries and damages are caused solely by the acts of the Snohomish County 911; provided, that if any such Claim is based on the concurrent negligence of Snohomish County 911 and Principal, then the indemnifying party’s obligation hereunder applies only to the extent of its negligence. c. As provided in its Articles, the Snohomish County 911 shall defend, indemnify and hold each Principal its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of the Snohomish County 911’s acts or omissions in connection with the performance of its obligations under this Agreement, except to the extent the injuries and damages are caused solely by the acts of any Principal;; provided, that if any such Claim is based on the concurrent negligence of Snohomish County 911 and a Principal, then the indemnifying party’s obligation hereunder applies only to the extent of its negligence. d. The Snohomish County 911 will hold harmless, indemnify and defend its officers, officials, employees and volunteers from any and all legal liability, claims or 33 lawsuits of any kind for injuries, damages, losses of any kind occurring to another, including attorney fees, which may arise out of the good faith performance of their duties to the Snohomish County 911 and performed in the scope of their employment or service to the Snohomish County 911, except to the extent the injuries, losses and/or damages are caused by the intentional and knowing wrongful acts of any of the Snohomish County 911’s officers, officials, employees or volunteers. e. Subscribers shall be required to agree to indemnify and hold harmless each Principal and the Snohomish County 911, their officers, officials, employees and volunteers from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of Subscriber’s negligent acts or omissions in connection with the receipt of services from Snohomish County 911. To such degree as the Governing Board determines to be reasonable, appropriate, and consistent with applicable law and to be in the best interests of Snohomish County 911, Snohomish County 911 may also indemnify and hold harmless Subscribers. f. In the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of a party hereto and the Snohomish County 911, its officers, officials, employees, and volunteers, the party’s liability hereunder shall be only to the extent of the party’s negligence. It is further specifically and expressly understood that the indemnification provided in this Section constitutes the party’s waiver of immunity under Industrial Insurance Title 51 RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this Section shall survive the expiration or termination of this Agreement. g. Each party shall give the other parties proper notice as provided herein of any claim or suit coming within the purview of these indemnities. Termination of this Agreement, a Principal’s withdrawal from the Snohomish County 911, or a Principal’s conversion to Subscriber status (collectively for purposes of this subparagraph “Termination”), shall not affect the continuing obligations of each of the parties as indemnitors hereunder with respect to those indemnities and which shall have occurred prior to such Termination. SECTION 24. INTERGOVERNMENTAL COOPERATION. The Snohomish County 911 shall cooperate with local, state and federal governmental agencies in order to maximize the utilization of any grant funds for equipment and operations and to enhance the effectiveness of the Snohomish County 911’s operations and minimize costs of service delivery. 34 SECTION 25. NOTICE. Notices required to be given to Snohomish County 911 under the terms of this Agreement shall be directed to the following unless all Principals are otherwise notified in writing: President of the Governing Board and Executive Director, Snohomish County 911 c/o Snohomish County 911 1121 S.E. Everett Mall Way, Suite 200 Everett, WA 98208 Notices to Principals, Subscribers, Associate Agencies, Governing Board Members or Representatives required hereunder may be given by mail, overnight delivery, facsimile or email (with confirmation of transmission), or personal delivery. Each Principal shall provide the President of the Governing Board written notice of the address for providing notice to said Principal. Any Principal wishing to change its mail or email address shall promptly notify the President of the Governing Board. Notice or other written communication shall be deemed to be delivered at the time when the same is postmarked in the mail or overnight delivery services, sent by facsimile or email (with confirmation of transmission), or received by personal delivery. SECTION 26. COMPLIANCE WITH LAWS. During the term of this Agreement, the parties hereto agree to comply with all federal, State, and local laws as necessary to carry out the terms of this Agreement. Further, to the extent that any Emergency Communication Services and/or Additional Services involve the retention, security, confidentiality or other handling of certain “protected” health information under the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations thereunder by the U.S. Department of Health and Human Services and other applicable laws including chapter 70.02 RCW, the Washington Uniform Health Care Information Act, as amended, the parties agree to comply with such laws and execute documents as necessary to implement the requirements under such laws. SECTION 27. VENUE. The venue for any action related to this Agreement shall be in the Superior Court in and for Snohomish County, Washington at Everett, Washington, or if applicable, in Federal District Court, Western District of Washington. 35 SECTION 28. NO THIRD PARTY BENEFICIARIES. There are no third-party beneficiaries to this Agreement. No person or entity other than a party to this Agreement shall have any rights hereunder or any authority to enforce its provisions, and any such rights or enforcement must be consistent with and subject to the terms of this Agreement. In addition to the foregoing, nothing in this Agreement is intended to create a special relationship or other basis for third party liability. SECTION 29. SEVERABILITY. The invalidity or any clause, sentence, paragraph, subdivision, section or portion of this agreement shall not affect the validity of the remainder of this Agreement. SECTION 30. RATIFICATION. All prior acts taken by the Principals and Snohomish County 911 consistent with this Agreement are hereby ratified and confirmed. SECTION 31. EXECUTION, COUNTERPARTS AND EFFECTIVE DATE. This Agreement may be executed from time to time in any number of counterparts, each of which shall be an original, but those counterparts will constitute one and the same instrument. Further, this Agreement may be executed from time to time, without official action of the legislative body of each party hereto, in order to add a new Principal to Snohomish County 911. This Agreement shall be executed from time to time on behalf of each Principal [and Associate Agency] by its duly authorized representative following approval of this Agreement by motion, resolution or ordinance of its legislative authority. This Agreement may be amended as provided herein. This Agreement shall be deemed adopted and effective as of January 1, 2018. This Agreement shall be filed and/or posted as required by chapter 39.34 RCW. IN WITNESS WHEREOF, this Agreement has been executed by each Principal on the date set forth below: [Remainder of Page Intentionally Left Blank; Signature Pages to Follow] S-1 PRINCIPALS: S-2 S-3 S-4 S-5 S-6 S-7 S-8 ASSOCIATE AGENCIES: A-1 EXHIBIT A Initial Election to Receive Emergency Communication Services from Snohomish County 911 To be returned to: Snohomish County 911 1121 S.E. Everett Mall Way, Suite 200 Everett, WA 98208 For Agencies becoming Principals: The undersigned, as party to the Snohomish County Regional Public Safety Communications Agency Interlocal Agreement (the “Agreement”) and a Principal in Snohomish County 911, hereby confirms that it elects to receive from Snohomish County 911 Emergency Communication Services as defined in the Agreement, for its ______ Police department/operation ______ Fire/Emergency Medical Services department/operation as and when such service becomes available in accordance with the Agreement. (Cities and Towns: If both services are not checked above, please indicate below the service provider that will be providing such service, and whether that is being provided per a service contract with your jurisdiction or as a matter of law (i.e., annexation into a Fire District). _________________________________________________________________ For Agencies becoming Associate Agencies: The undersigned, as party to the Agreement hereby confirms that it will be an Associate Agency of Snohomish County 911. Associate Agency receives __ Local Policing services by contract with _____________________________. ___ Fire/Emergency Medical Services by contract with ____________________. For all signatory agencies: Contact information for the elected department/operation(s) is set forth below Signed this ___ day of ________________, 2017. Agency Name: __________________________________ By: ________________________________________ Its:__________________________________________ A-2 Please attached contact information for all served department/operation(s) (Names, Title, Address, Phone and e-mail. B-1 EXHIBIT B Process for Selecting Governing Board Members and Alternates Governing Board Members are selected every two (2) years in April as part of the Agency Assembly, through the process described below; provided, that the first caucuses shall be held in January 2018, and the Governing Board Member terms for persons elected at such caucuses shall last from their date of election through the first meeting of the Governing Board in May 2020. If not defined in this Exhibit B, capitalized terms have the meaning stated in the Agreement. As used in this Exhibit B:  Population Served means the residential population of all territory Directly Served by a Principal Police Agency or Fire Agency, according to the most recent annual report issued by the State Office of Financial Management each year determining the population of each jurisdiction. Step 1. Police Agencies are divided into four (4) caucuses a. Rank each Police Agency by Population Served from smallest to largest, provided, however, that to avoid double counting, Population Served shall be based on the population for which the Police Agency has general policing responsibilities; contracts for special services (such as bomb squad or SWAT responses only) are not included in the calculation of Population Served. b. Snohomish County shall be its own caucus (until and unless it is no longer the largest Police Agency in terms of Population Served, in which case all four caucuses shall be determined as per Subsection c below). c. The remaining Police Agencies shall be divided into three roughly equal caucuses based on Population Served, starting from the smallest Police Agency and working up to agencies serving more population. In deciding where to divide caucuses, the following rules shall apply: i. No Police Agency shall be divided into two caucuses. ii. Caucuses with the smallest agencies (the two caucuses with three Governing Board Member seats, referred to as Small and Medium Police Agencies on the Police Agencies Table below) shall be sized by rounding up (exceeding the population target to the extent necessary to completely include the target population and not divide any Police Agency between caucuses), and the larger Police Agency B-2 caucus (two Governing Board Member seats, referred to as Next Largest Police Agencies in the Police Agencies Table below) shall be rounded down. Step 2. Fire Agencies are divided into three (3) caucuses a. Rank each Fire Agency by Population Served, from the smallest to the largest, provided, however, that to avoid double counting, Population Served shall be based on fire suppression responsibility; contracts for limited services (such as BLS/ALS response/transport) are not included in the calculation of Population Served. b. Divide the Fire Agencies into three (3) caucuses based on whether they are small, medium or large agency, defined as follows: i. A Large Fire Agency is defined as an agency serving 14% or more of the total Population Served by all Fire Agencies. ii. A Medium Fire Agency is defined as an agency serving more than 3% and less than 14% of the total Population Served by all Fire Agencies. iii. A Small Fire Agencies is defined as an agency serving 3% or less of the total Population Served by all Fire Agencies. Step 3. Each Caucus selects Board Members a. At the Agency Assembly, designated representatives from each Principal in each Police Agency caucus and each Fire Agency caucus shall meet together and select Governing Board Members to represent them on the Governing Board for the next two-year term. Caucuses may determine their own rules for nominating and selecting Governing Board Members, provided that the following rules shall apply: i. Representatives to the caucus shall be designated by the legislative body of the Principal they represent (or by such other person as local codes may require). Designated representatives must be qualified to serve as a Governing Board Member. ii. An individual need not attend the caucus in order to be selected as a Governing Board Member, so long as the person otherwise meet the qualifications of a Governing Board Member. iii. Each Principal within a caucus shall have an equal vote in selecting each Governing Board Member. iv. Voting by proxy will not be allowed. B-3 v. No Principal may have an elected official or staff member hold more than one (1) Governing Board seat in a single caucus unless there are more seats than Principals in the caucus. vi. Each caucus shall submit a written statement to the Secretary of Snohomish County 911, signed by not less than half of the caucus’ representatives present at the Agency Assembly, confirming the individuals to whom the caucus’s Board seats are to be allocated for the next term of office. b. Designated representatives from each Associate Agency and each Single- Service Principal shall also form a caucus at the Agency Assembly to select a single non-voting Board Member. Representatives to the caucus shall be designated in the same manner as described in Step 3.a.i, one from each Associate Agency and each Single-Service Principal. The caucus rules described in Step 3.a apply, as do rules for selecting an alternate as described in Step 4. In no event shall the Governing Board Member appointed by this caucus be from an agency that also has a voting Governing Board Member elected for the same board term. c. The number of Governing Board Members to be selected by each caucus shall be as follows: Police Agencies (10 Board Members) Largest Agencies (Currently Snohomish County is the only member) 2 Governing Board Members, one of which must be the County Sheriff or an assistant or deputy sheriff directly reporting to the Sheriff – unless or until the County is no longer the Largest Policy Agency (in terms of Population Served), in which case the two board members shall be selected as per Caucus 2. Next Largest Police Agencies 2 Governing Board Members, of which one must be operational staff and one must be an elected official Medium Police Agencies 3 Governing Board Members, of which one must be an operational staff and one must be an elected official Small Police Agencies 3 Governing Board Members, of which one must be an operational B-4 Fire Agencies (5 Board Members) 3 Governing Board Members 1 Governing Board Member 1 Governing Board Member Associate Agencies and Single-Service Principals (1 non-voting Governing Board Member) 1 Caucus 1 non-voting Board Member Step 4. Each Caucus Selects a Slate of Designated Alternates, in Priority Order. a. Each caucus shall select a slate of designated alternates in a number equal to the number of Governing Board seats allocated to that caucus. b. Each caucus shall prioritize its alternates to determine the order in which the alternates are called upon to participate at a Governing Board meeting in the event of an absence of any Governing Board member representing the caucus. Caucuses may determine their own rules for nominating and selecting Board Alternates, provided that the rules set forth in Step 3.a for selecting of Board Members shall apply. Vacancies Any vacancies shall be promptly filled by the appointing caucus, which shall meet either in person or telephonically to select a replacement Board Member and/or Alternate to serve the remainder of the vacant position’s unexpired term. Such selection process shall be subject to the rules outlined in Step 3. C-1 EXHIBIT C Principal Assessment Formula Assessments are calculated and charged separately for each Emergency Communications Service provided for each Principal that has elected to receive such service. A Principal that has elected to receive both Police and Fire/EMS Emergency Communications Services will pay one Assessment for service to its Police agency and one Assessment for service to its Fire/EMS agency. A Principal that has elected to receive only police or Fire/EMS Emergency Communications Services from Snohomish County 911 only pays an Assessment for the service so received. The Transition Period is the time period beginning on the date which Snohomish County 911 has been legally formed through the beginning of the budget year in which Snohomish County 911 begins delivering Fully Integrated Services, anticipated to be calendar year 2019. This Exhibit C sets forth Assessment Formulas applicable from and after the point that Fully Integrated Services begin, anticipated to be January 1, 2019, or whichever date is otherwise selected by the Governing Board for simplicity of budgeting purposes. For example, if Fully Integrated Services become operational in February 2019, the Governing Board may nevertheless apply the User Fee formula to fund the Net Budget for all of calendar year 2019. Capitalized terms used in Exhibit C not defined in this Exhibit C have the meaning set forth in the body of the Interlocal Agreement. Description of the formula to derive Assessments for individual Principals. Step 1: Divide the Net Adopted Budget into four cost pools:  Administration and Technology  Call Takers  Police Dispatch  Fire Dispatch The costs allocable to each cost pool are further defined below (see “Definitions”) Step 2: Apply Revenues to cost pools according to the following guidelines:  E-911 Tax Revenues will first be applied to offset all costs associated with the Call Takers cost pool. Any E-911 Tax Revenues over and above the amount necessary to fund all costs in the Call Takers cost pool will be applied to fund permissible costs for such revenues within the Administration and Technology cost pool.  Subscriber Contract revenues will be applied to the Police Dispatch and/or Fire Dispatch cost pool, based on the services billed to the Subscriber. For example, C-2 revenues from a Subscriber contract for Emergency Communications Services with the Stillaguamish Tribe to service its Police Agency will be applied to reduce the size of the Police Dispatch cost pool.  Additional Services revenues will be applied to the Administration and Technology, Police Dispatch and/or Fire Dispatch Cost pool, based upon where the costs of those services are allocated. Step 3: Divide the four cost pools between Police Agencies and Fire Agencies:  Amounts in the Administration and Technology cost pool will be divided based on the ratio of dispatch workstations assigned to each service (initially, 8 police dispatch stations and 5 fire stations)  Police 62%  Fire 38% If the Board approves deployment of an additional dispatch work station to serve Police or Fire Agencies, this ratio will automatically change (the change is not considered a formula change requiring Governing Board approval).  Amounts in the Call Taker cost pool will be divided based on a ratio that reflects an assessment of actual time spent by call takers processing each type of call:  Police 75%  Fire 25% A change in this ratio requires Supermajority Vote of the Governing Board.  Calculate a Cost per Console by dividing total Police Dispatch and Fire Dispatch Costs by the total number of dispatch stations.  Amounts in the Police Dispatch cost pool are allocated to Police Agencies and are further separated out on a Cost-per-Console basis as between Shared Dispatch Station costs and Dedicated Dispatch Station costs. (In 2017, of the 8 Initial Police Dispatch stations, 5 were shared and 3 were dedicated—1 to Marysville Police, and 2 to Everett Police).  Amounts in the Fire Dispatch cost pool are allocated to Fire Agencies and are further separated out on a Cost-per-Console basis as between Shared Dispatch Station costs and Dedicated Dispatch Station costs (In 2017, there were 5 Shared Dispatch Stations in the Fire Dispatch cost pool and no Dedicated Dispatch Stations). C-3 Step 4: Allocate costs to individual Principals, calculating Fire and Police Agency assessments separately as follows:  Police Agency Principal Assessments: 1. Calculate the sum of costs allocated to all Police Agencies in the Administration and Technology Cost pool plus the Call Taker cost pool, and subtract Police Agency Subscriber contract revenues. Allocate the resulting total amount between all Police Agency Principals based on the Shared Cost Allocation Calculation. The total Police Agency Principal Assessment for any individual Principal is this amount plus the individual dispatch cost allocation derived from either item 2 or 3 below as applicable to the individual Principal: 2. For Principal Police Agencies assigned to Shared Police Dispatch stations: Each such Principal is allocated a shared of all Shared Police Dispatch Station costs based on the Shared Cost Allocation Calculation. 3. For Principal Police Agencies with Dedicated Police Dispatch stations: Each such Principal is allocated a cost equivalent to the Cost per Console multiplied by the number of dedicated Police Dispatch stations for which they have contracted.  Fire Agency Principal Assessments: 1. Calculate the sum of costs allocated to all Fire Agencies in the Administration and Technology Cost pool plus the Call Taker cost pool, and subtract Fire Agency Subscriber contract revenues. Allocate the resulting total amount between all Fire Agency Principals based on the Shared Cost Allocation Calculation. The total Fire Agency Principal Assessment for any individual Principal is this amount plus the individual dispatch cost allocation derived from either item 2 or 3 below as applicable to the individual Principal 2. For Principal Fire Agencies assigned to Shared Fire Dispatch stations: Each such Principal is allocated a shared of all Shared Fire Dispatch Station costs based on the Shared Cost Allocation Calculation. 3. For Principal Fire Agencies with Dedicated Fire Dispatch stations: Each such Principal is allocated a cost equivalent to the Cost per Console multiplied by the number of dedicated Fire Dispatch stations for which they have contracted. C-4  Shared Cost Allocation Calculation: Take the total sum to be allocated and divide it up based on three different factors: 1. 54% of total costs are allocated based on the percentage share of a Member’s Calls for Service as compared to total Calls for Service of all such agencies (police or fire—including Principals and Subscribers). Calls for Service shall be calculated as an annual average based on the most recent 8 calendar quarters (see definition of Call Calculation Period). 2. 23% of costs are allocated based on the percentage share of a Members Assessed Value as compared to the total Assessed Value of all such agencies (police or fire, Principals and Subscribers). 3. 23% of costs are allocated based on the percentage share of a Member’s Population Served as compared to the total Population of all such agencies (police or fire, Principals and Subscribers). DEFINITIONS Fire Agency or Fire Agencies Police Agency or Police Agencies: Cost-Per-Console Net Adopted Budget Assessment less Other Revenues. Other Revenues . Administration and Technology Costs C-5 Call Taker Costs labor costs Police Dispatch Costs labor costs Fire Dispatch Costs Shared Dispatch Stations Dedicated Dispatch Stations Labor Costs E-911 tax revenues Calls for Service provided Calls for Service Calls for Service Charged Operation Charged Operation, Calls for Service Appendix C-1 Charged Operation refers to an individual Principal’s fire/EMS agency/operation, being Assessment Call Calculation Period — Population Served . Assessed Value Assessed Value or Subscriber’s or Service Territory Charged Operation C-1-1 Appendix C-1 Definition of “Calls for Service” The purpose of this Exhibit is to define Calls for Service for purposes of billing/funding calculations. Snohomish County 911 will bill each Principal based on the User Fee formula, which incorporates consideration of Calls for Service as defined in this Exhibit. Section 1. Call for Service Defined: Snohomish County 911 defines a Call for Service for workload analysis and User Fee calculation as any request for service or unit initiated activity resulting in creation of a Computer Aided Dispatch System (CAD) incident that requires oversight by or interaction with Snohomish County 911 personnel, with the exception of the following: a. Any mutual aid incident where another Snohomish County 911 Principal within the same classification (police/fire/medic) is dispatched as the primary responding agency. For example, a police department that responds into another police department’s jurisdiction to provide assistance does not constitute a Call for Service charged to the mutual aid responder. However, an incident involving both police and fire/EMS would result in a Call for Service for both classifications. Similarly, any mutual aid request dispatched to a location outside the Snohomish County 911 service area shall not constitute a Call for Service. b. Any incident that is a duplicate of another Call for Service, or associated with another Call for Service. For example, multiple calls about a single brush fire incident will result in only one Call for Service for the fire/EMS responder. c. Any incident that is cancelled by Snohomish County 911 personnel due to an error or similar internal reasons. This does not include “cleared incidents”, which are incidents that are cancelled when the requesting party calls back to cancel the response after the incident has been entered into CAD. d. Any informational broadcast including but not limited to CAD entries type codes of NOTICE, NOTICEP & INFO. e. Any informational incident used for tracking non police or Fire/EMS activity created by dispatchers solely for the purpose of assisting the dispatcher in tracking such activity, for example, utility call-outs. Section 2: Assignment of CFS: As a general rule, CAD incidents are assigned to a Principal when the incident occurs within its authorized dispatch area (geo -verified location) and service discipline (Police/Fire) with the following exceptions: a. Transit, Fire Marshall, Narcotics Task Force: these incidents are assigned to the responsible countywide agency regardless of location. C-1-2 b. Traffic Stops: assigned to the initiating agency. c. Non-geo verified incidents, in County: assigned to initiating agency. If there are significant anomalies in the manner calls have been measured by SNOCOM and SNOPAC, those anomalies shall be adjusted in a manner determined reasonable by the Governing Board (Supermajority Vote item) in order to develop a fair means for determining the number of calls across all agencies. D-1 EXHIBIT D 2018 Budget for Snohomish County 911 Combining SNOCOM/SNOPAC 2018 Approved Budgets SNOPAC SNOCOM TOTAL Revenues $ 14,848,448 $ 6,169,232 $ 21,017,680 Expenses $ 14,848,448 $ 6,169,232 $ 21,017,680 E-1 EXHIBIT E 2018 Assessments City of Brier --Police $93,177 City of Brier --Fire $25,297 City of Edmonds --Police $804,597 City of Edmonds --Fire $247,607 City Lynnwood -- Police $920,963 City of Mill Creek-- Police $360,175 City of Mill Creek --Fire $98,066 City of Mountlake Terrace --Police $355,851 City of Mountlake Terrace --Fire $115,679 City of Mukilteo -- Police $406,100 City of Mukilteo --Fire $109,545 Town of Woodway --Police $32,133 South Snohomish County Fire & Rescue RFA $890,080 City of Arlington --Fire $173,517 City of Arlington --Police $275,503 City of Everett --Fire $1,115,004 City of Everett --Police $1,910,126 Marysville Fire District $605,700 City of Marysville --Police $1,011,926 City of Stanwood --Fire $76,849 City of Stanwood --Police* $79,907 Snohomish County Fire District # 15 $36,537 Snohomish County Fire District # 16 $18,490 Snohomish County Fire District # 17 $87,376 Snohomish County Fire District # 19 $25,134 Snohomish County Fire District # 21 $49,255 Snohomish County Fire District # 22 $30,722 Snohomish County Fire District # 23 $2,931 Snohomish County Fire District # 24 $22,092 Snohomish County Fire District # 25 (Oso) $6,825 Snohomish County Fire District # 26 $30,542 Snohomish County Fire District # 27 $3,211 Snohomish County Fire District # 28 $5,674 Snohomish County Fire District # 4 $227,557 E-2 Snohomish County Fire District # 5 $54,272 Snohomish County Fire District # 7 $624,868 Snohomish County Fire District # 8 $290,126 Snohomish County Airport Fire $15,222 Snohomish County Fire Marshall $4,423 North County Regional Fire Authority $122,180 City of Darrington --Police* $17,388 City of Gold Bar --Police* $28,860 City of Granite Falls --Police* $49,329 City of Lake Stevens --Police $357,594 City of Monroe --Police $277,017 Snohomish County Sheriff’s Office (Unincorporated) $2,985,551 City of Snohomish Police* $129,805 City of Sultan --Police* $63,473 Stillaguamish Tribe –Police (Subscriber agency) $42,892 *Snohomish County Sheriff’s Office provides service to these agencies. F-1 EXHIBIT F Assessment Smoothing in First Year of Fully Integrated Services Rate Smoothing will be applied in the first budget year in which the Assessment Formula defined in Exhibit C is applied (“Smoothing Year”). It is anticipated that on or about January 1, 2019, Snohomish County 911 will begin Fully Integrated Services and the Principal’s Assessment formula in Exhibit C will be applied for the full calendar/budget year of 2019. It is expressly contemplated that the Smoothing Year may include less than 12 but more than 10 months of Fully Integrated Services. Smoothing payments and contributions will be calculated as follows: After adopting the budget for the Smoothing Year and calculating the assessments to be paid by each Principal and Subscriber: 1. Identify which Principals and Subscribers will see their User Fee increase in an amount equal or greater to 9% as compared to their assessment in the immediately preceding year. These Principals are “Smoothing Recipients.” 2. Identify which Principals and Subscribers will see their User Fee decrease in an amount equal or greater to 9% as compared to their assessment in the immediately preceding year. These Principals are “Smoothing Contributors.” 3. Determine the sum of all User Fee increases experienced by Smoothing Recipients, provided that the sum will be capped at $281,785. This is the Maximum Total Smoothing Allocation. 4. For each Smoothing Contributor, identify the amount which is 25% of its User Fee— this is the Maximum Smoothing Contribution for that Smoothing Contributor. 5. Determine the sum of all Maximum Smoothing Contributions. This is the Maximum Total Smoothing Contribution. 6. The lesser of the Maximum Total Smoothing Allocation and the Maximum Total Smoothing Contribution is the Actual Total Smoothing Allocation. 7. Increase the User Fee for the Smoothing Year of each Smoothing Contributor by an amount equal to the amount necessary such that each Smoothing Contributor contributes the same percentage of its User Fee decrease towards the Actual Total Smoothing Allocation. 8. Decrease the Use Fee for the Smoothing Year of each Smoothing Recipient by an amount equal to the amount necessary such that each Smoothing Recipient receives the same percentage of its User Fee increase from the Actual Total Smoothing Allocation. PLAN OF CONSOLIDATION FOR SOUTHWEST SNOHOMISH COUNTY PUBLIC SAFETY COMMUNICATION AGENCY AND SNOHOMISH COUNTY POLICE STAFF AND AUXILIARY SERVICES CENTER Dated October 12, 2017 1 PLAN OF CONSOLIDATION FOR SOUTHWEST SNOHOMISH COUNTY PUBLIC SAFETY COMMUNICATION AGENCY AND SNOHOMISH COUNTY POLICE STAFF AND AUXILIARY SERVICES CENTER ARTICLE I CONSOLIDATION Section 1. Consolidation. In accordance with provisions of chapters 24.03 and 24.06 of the Revised Code of Washington (the “RCW”), and subject to the conditions set forth herein, the Southwest Snohomish County Public Safety Communication Agency, a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under chapter 24.03 RCW as expressly authorized by RCW 39.34.030(3)(b) (“SNOCOM”), and the Snohomish County Police Staff and Auxiliary Services Center, a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under chapter 24.06 RCW as expressly authorized by RCW 39.34.030(3)(b) (“SNOPAC”), shall be consolidated (the “Consolidation”) to form a new single corporation under chapter 24.06 RCW (the “Act”). From and after the Consolidation Effective Date (as defined herein), the consolidated corporation shall be named “Snohomish County 911” and shall be referred to herein as the “Corporation” or the “Consolidated Corporation.” Section 2. Conditions to Consolidation. Consolidation shall be subject to the following conditions precedent: (a) The Consolidation (including this Plan of Consolidation) shall have been approved by resolution by the Board of Directors of SNOCOM and the Board of Directors of SNOPAC. Each Board of Directors shall have approved such resolution by an affirmative vote of at least two-thirds of its voting members present in person or use of other means (e.g. write in, proxy, etc.) if permitted by the organizational documents for the respective corporation; (b) The Snohomish County Regional Public Safety Communications Agency Interlocal Agreement, including all exhibits thereto, a form of which is attached hereto as Attachment A and incorporated herein by this reference as if fully set forth herein (the “Interlocal Agreement”), shall have been approved and executed by those member agencies of SNOCOM and SNOPAC electing to become member agencies (“Principals”) of the Consolidated Corporation by the Consolidation Effective Date; (c) This Plan of Consolidation shall not have been abandoned pursuant to the provisions of the Act, this Plan of Consolidation, or any agreement of consolidation entered into by SNOCOM or SNOPAC; and 2 (d) The Articles of Incorporation Due to Consolidation (the “Articles”) with a copy of this Plan of Consolidation shall have been delivered to the Washington Secretary of State for filing in accordance with Article 2 of chapter 23.95 RCW by the Consolidation Effective Date. Section 3. Formation of Single Corporation. On the Consolidation Effective Date, SNOCOM and SNOPAC shall become a single new corporation formed as a municipal instrumentality of its Principals pursuant to RCW 39.34.030 and organized as a nonprofit corporation under the Act as authorized by chapter 39.34 RCW, and the separate existence of SNOCOM and SNOPAC shall cease. The Consolidated Corporation shall be governed by the Act, the Articles, and the Interlocal Agreement. The Consolidated Corporation shall have the rights, privileges, immunities, and powers, shall be subject to the duties and liabilities, of a corporation formed under the Act, and shall have the rights, privileges, immunities, powers and franchises, public and private, of each of SNOCOM and SNOPAC. Section 4. Consolidation Effective Date. The Consolidation shall become effective at 12:00 a.m. on January 1, 2018, or such later date as the governing boards of SNOCOM and SNOPAC both shall authorize. The date on which the Consolidation becomes effective is hereinafter referred to as the “Consolidation Effective Date.” Section 5. Defined Terms. Capitalized terms not otherwise defined in this Plan of Consolidation shall have the meanings set forth in the Interlocal Agreement. ARTICLE TWO ARTICLES OF INCORPORATION Pursuant to RCW 24.06.215(3), the following statements shall be included in the Articles for the Consolidated Corporation: Article I: Consolidation; Plan of Consolidation; Name and Place of Business of Consolidated Organization Pursuant to a resolution of the board of directors of SNOCOM, a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under chapter 24.03 RCW, and a resolution of the board of directors of SNOPAC, a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under the Act, at least two- thirds of each board voted in favor of consolidating SNOCOM and SNOPAC and approved a plan of consolidation (“Plan of Consolidation”) as required by chapters 24.03 and 24.06 RCW, and at such meetings a quorum was present throughout. Pursuant to chapters 24.03 and 24.06 RCW, as of Consolidation Effective Date, SNOCOM and SNOPAC shall cease to independently exist and the consolidated corporation shall be formed as a municipal instrumentality of its Principals pursuant to RCW 39.34.030 and shall be organized as a nonprofit corporation under the Act as authorized by chapter 39.34 RCW. 3 The name of the corporation consolidated hereunder shall be “Snohomish County 911.” The principal place of business of this corporation shall be 1121 S.E. Everett Mall Way, Suite 200, Everett, WA, 98208. Article II: Duration The Consolidated Corporation shall have perpetual existence. Article III: Registered Office and Agent The name and address of the initial registered agent of the Consolidated Corporation is: Deanna Gregory, Esq. c/o Pacifica Law Group, 1191 2nd Ave., Suite 2000, Seattle, WA 98101. Article IV: Purposes and Powers Section 1. Purposes. The purpose for which the Consolidated Corporation is organized is to provide police, fire, and emergency medical services support communications to its Principals and other public and private agencies that may contract with the Consolidated Corporation for such services pursuant to the terms of the Interlocal Agreement. The Consolidated Corporation shall engage in all such activities as are incidental or conducive to the attainment of the objectives of the Consolidated Corporation, as set out in the Interlocal Agreement. Section 2. Powers. In general, and subject to such limitations and conditions as are or may be prescribed by law, or in the Articles, in the bylaws of the Consolidated Corporation or in the Interlocal Agreement, the Consolidated Corporation shall have all powers which now or hereafter are conferred under chapters 24.06 and 39.34 RCW and other applicable law upon a corporation organized for the purposes set forth above, or are necessary or incidental to the powers so conferred, or are conducive to the attainment of the Consolidated Corporation’s purposes. Section 3. Limitation of Power. Notwithstanding any of the provisions of the Articles, the Consolidated Corporation shall not conduct or carry on activities not permitted to be conducted or carried on by an organization exempt from federal income tax under Sections 115 or the Internal Revenue Code or by an organization, contributions to which are deductible under Section 170(c)(2). No part of the net earnings of the Consolidated Corporation shall inure to the benefit of any director (as defined herein), officer (as defined herein) or private individual. No substantial part of the activities of the Consolidated Corporation shall be devoted to the carrying on of propaganda, or otherwise attempting to influence legislation except as may be permitted by the Internal Revenue Code, and the Consolidated Corporation shall not participate in, or intervene in (including the publication or distribution of statements regarding) any political campaign on behalf of or in opposition to any candidate for public office. The Consolidated Corporation shall not have or issue shares of stock, shall not make 4 any disbursement of income to its directors or officers, and shall not make loans to its officers or directors. Article V: Amendments The Articles may be amended by a Supermajority Vote of the Governing Board present at any regular meeting or special meeting called for that purpose. Notice of any proposed amendment to the Articles shall be the same notice as prescribed in the Interlocal Agreement for proposed amendments to the Interlocal Agreement. Article VI: Distribution of Assets Upon Dissolution or Liquidation No director, trustee, or officer of the Consolidated Corporation, nor any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Consolidated Corporation or the winding up of its affairs. Upon dissolution of the Consolidated Corporation, after paying, satisfying, and discharging, or making adequate provision therefor, of all liabilities and obligations of the Consolidated Corporation and after returning, transferring, or conveying assets held by the Consolidated Corporation requiring return, transfer, or conveyance on condition of the dissolution, all remaining assets of the Consolidated Corporation shall be distributed by the Governing Board as provided for in the Interlocal Agreement. “Dissenting members,” as that term is used in RCW 24.06.245 through .255, will be entitled to the rights and allocation of assets set forth in the Interlocal Agreement, but may be limited to “a return of less than the fair value” of their membership as that term is used in RCW 24.06.255. Article VII: Principals Principals of the Consolidated Corporation must be general purpose municipal corporations or other general purpose municipal corporations or agencies meeting the requirements of the definition of “Principal” as set forth in the Interlocal Agreement. As used in the Articles, the responsibilities of the Principals and the manner of their election, appointment, or admission to membership and termination of membership shall be as provided for in the Interlocal Agreement. Voting by members of the Governing Board shall be as provided for in the Interlocal Agreement. Article VIII: Directors of the Consolidated Corporation The Consolidated Corporation shall be governed by a governing board (the “Governing Board”) comprised of its members in the number and selected as provided in the Interlocal Agreement. For purposes of the Articles and the Act, the “members” of the Governing Board shall constitute the “directors” of the Consolidated Corporation and the “Governing Board” shall serve as the “board of directors” of the Consolidated Corporation as defined in RCW 24.06.005. 5 Under the terms of the Interlocal Agreement, a temporary transition board (the “Transition Board”) shall serve as the initial Governing Board and shall be responsible for governing the Consolidated Corporation during its start-up period. The names and addresses of the members of the Transition Board are as follows: Article IX: Officers Officers of the Governing Board of the Consolidated Corporation (“officers”) shall be selected as provided in the Interlocal Agreement. The names and addresses of the persons who are to serve as the initial officers are: Article X: Director Liability Limitations Except to the extent otherwise required by applicable law (as it exists on the date of the adoption of the Articles or may be amended from time to time), a director of the Consolidated Corporation may not be personally liable to the Consolidated Corporation for monetary damages for conduct as a director, except for liability of the director (i) for acts or omissions which involve intentional misconduct by the director or a knowing violation of law by the director, (ii) for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled, or (III) for any act or omission occurring before the date when this provision becomes effective. If the Act is hereafter amended to expand or increase the power of the Consolidated Corporation to eliminate or limit the personal liability of directors, then without any further requirement of action by the directors of the Consolidated Corporation, the liability of a director shall be limited to the full extent permitted by the Act. Article XI: Indemnification The Consolidated Corporation shall indemnify any director and officer of the Consolidated Corporation who is involved in any capacity in a proceeding (as defined in RCW 23B.08.500, as presently in effect and as hereafter amended) by reason of the position held by such person or entity in the Consolidated Corporation to the full extent allowed by law, as presently in effect and as hereafter amended. By means of the Interlocal Agreement or a resolution or of a contract specifically approved by the Governing Board, the Consolidated Corporation may also indemnify an employee, or agent to such degree as the Governing Board determines to be reasonable, appropriate, and consistent with applicable law and to be in the best interests of the Consolidated Corporation. The Governing Board of the Consolidated Corporation shall have the right to designate the counsel who shall defend any person or entity who may be entitled to indemnification, to approve any settlement, and to approve in advance any expense. The rights conferred by or pursuant to the Articles shall not be exclusive of any other rights that any person may have or acquire under any 6 applicable law (as presently in effect and as hereafter amended), the Articles, the bylaws of the Consolidated Corporation, a vote of the Governing Board of the Consolidated Corporation, or otherwise. No amendment to or repeal of the Articles shall adversely affect any right of any director, officer, employee, or agent for events occurring after the date of the adoption of the Articles and prior to such amendment or repeal. Indemnification of directors and officers by the Consolidated Corporation shall be consistent with the terms of the Interlocal Agreement, the Act, the Interlocal Cooperation Act and other applicable law. In the event of any inconsistency between the Articles and the Interlocal Agreement, the terms of the Interlocal Agreement shall control to the extent consistent with applicable law. Notwithstanding any other provision of the Articles, no indemnification shall be provided to any person if in the opinion of counsel, payment of such indemnification would cause the Consolidated Corporation to lose its exemption from federal income taxation. Article XII: Bylaws Bylaws of the Consolidated Corporation may be adopted by the Governing Board at any regular meeting or any special meeting called for that purpose, so long as they are not inconsistent with the provisions of the Articles or the Interlocal Agreement. The authority to make, alter, amend or repeal bylaws is vested in the Governing Board and may be exercised at any regular or special meeting of the Governing Board. Notwithstanding anything in the foregoing, the bylaws initially approved by the Governing Board shall include a provision for the creation of an advisory budget review group comprised of some number of finance directors from Principal agencies, or other Principals’ staff members with equivalent expertise, to conduct a review of the proposed budget of the Consolidated Corporation and provide timely comment and recommendations to the Governing Board with respect to the proposed budget. Membership of the advisory budget review group may be merged into a standing budget committee in the future at the Board’s discretion. Article XIII: Conflicts In the case of any conflict between any of the Articles and the bylaws of the Consolidated Corporation, the Articles shall control. In the case of any conflict between the Articles and the Interlocal Agreement, the Interlocal Agreement shall control. Article XIV: Date of Consolidation As permitted by RCW 23.95.210, the effective date for the consolidation for the Consolidated Corporation shall be January 1, 2018 (the “Consolidation Effective Date”). 7 Article XV: Incorporators The name and address of the incorporator representing SNOPAC is: Steve Guptill, Assistant Chief, Snohomish County Fire District # 7 and Chair, SNOPAC Board, SNOPAC, 1121 S.E. Everett Mall Way, Suite 200, Everett, WA, 98208. The name and address of the incorporator representing SNOCOM is: Jerry Smith, Mayor, City of Mountlake Terrace and Chair, SNOCOM Board, 6204 215th St. S.W., Mountlake Terrace, WA 98043 ARTICLE THREE AGREEMENT OF CONSOLIDATION Section 1. Agreement of Consolidation. Additional terms of the Consolidation are set forth in the Interlocal Agreement, which are hereby incorporated into this Plan of Consolidation. The Interlocal Agreement sets forth the agreement of SNOCOM and SNOPAC and their respective members with regard to the consolidation of their agencies, including but not limited to, provisions related to (a) services to be provided by the Consolidated Corporation, (b) authority and limitations on such authority of the Consolidated Corporation, (c) governance and voting (including the Transition Board and Governing Board, as such terms are defined in the Interlocal Agreement), (d) administration, (e) members, addition of new members, changes to status, and withdrawal from the Corporation, (f) indemnification, (g) inventory and property, (h) dispute resolution, and (i) termination of the Interlocal Agreement and dissolution of the Consolidated Corporation. By approval of this Plan of Consolidation, the Board of Directors of SNOPAC and the Board of Directors of SNOCOM approve the form of Interlocal Agreement attached hereto as Attachment A. Section 2. Transition Details for Consolidation. The following Section identifies, at a high level, key transition points for the Consolidation, and is intended to supplement the terms of the Interlocal Agreement attached hereto as Attachment A. (a) Employees/Human Resources/Benefits. (i) As of the Consolidation Effective Date, all employees of SNOCOM and SNOPAC will be transferred to the Consolidated Corporation. Existing policies, procedures and practices will continue to be implemented until new policies are adopted by the Consolidated Corporation. (ii) The current Collective Bargaining Agreements (“CBAs”) of SNOCOM and SNOPAC will remain in effect after the Consolidation Effective Date and negotiations with the respective guilds will occur as soon as reasonably possible to merge the two CBAs into a single, unified CBA, except as the guilds and the Governing Board of the Consolidated Corporation may otherwise agree. Prior to the time a new single CBA is in effect, payroll for the Consolidated Corporation (using the Consolidated Corporation’s UBI/EIN) will be administered through two systems, until such a time employees are transitioned into a common payroll system. 8 (iii) All currently offered employee benefit (PERS, long-term disability, health, sick/vacation/PTO, etc.) will continue to be offered to the respective groups until a new CBA is in place, unless the Governing Board and the guilds otherwise agree. (b) Cash/Funds/Purchasing/Accounts Payable. (i) All amounts held in reserve funds held by SNOCOM and SNOPAC as of the Consolidation Effective Date shall be transferred to the Consolidated Corporation to be placed in a reserve or capital fund(s) of the Consolidated Corporation. (ii) All amounts held in operating funds held by SNOCOM and SNOPAC as of the Consolidation Effective Date shall be transferred to the Consolidated Corporation to be placed in an operating fund, with the exception of a small balance of funds to remain in the SNOCOM and SNOPAC operating fund sufficient enough to close out any Fiscal Year 2017 invoices that are received within 20 days after the Consolidation Effective Date. Once all Fiscal Year 2017 invoices have been paid, if any, any remaining funds will be transferred to the Consolidated Corporation. The Consolidated Corporation will process all Fiscal Year 2018 invoices. (iii) The Consolidated Corporation will adopt and implement a purchasing policy and other fiscal policies as determined to be necessary. (c) Equipment. All equipment owned by SNOCOM and SNOPAC will be transferred to the Consolidated Corporation as of the Consolidation Effective Date. A new master inventory will be created consistent with applicable asset policies. (d) Contracts. All existing contracts between SNOCOM and SNOPAC and various vendors and providers will be transferred to the Consolidated Corporation as of the Consolidation Effective Date. As part of the due diligence process, any contract that is not transferrable will be held for renegotiation of the terms to maintain the contracted product or service with the Consolidated Corporation. Opportunities to consolidate duplicative vendor agreements will be made during the transition year including termination or renegotiation. Existing contracts for emergency communication services will be assigned to the Consolidated Corporation and service will be provided by the Consolidated Corporation as of the Consolidation Effective Date. (e) Services & Functions. All existing dispatch, technical and other services and functions previously provided by SNOCOM and SNOPAC will effectively remain unchanged during the transition period. As noted in the Interlocal Agreement, members of SNOCOM and SNOPAC will have the option to become a Principal of the Consolidated Corporation, to contract for emergency communication services, or to receive emergency communication services from other providers. (f) Technology. All existing technological offerings will continue as part of the Consolidated Corporation. The information technology department will, before and through the transition period, consolidate duplicative technology systems when possible. 9 ARTICLE FOUR ABANDONMENT This Plan of Consolidation may be abandoned upon the mutual consent of the respective governing boards of SNOCOM and SNOPAC at any time prior to the Consolidation Effective Date. In the event of the abandonment of this Plan of Consolidation, this Plan shall be void and have no effect and no liability shall be incurred hereunder on the part of either SNOCOM or SNOPAC or any of its board members, officers, directors, or employees. ATTACHMENT A SNOHOMISH COUNTY 911 INTERLOCAL AGREEMENT VERSION DATED: SEPTEMBER 29, 2017 i TABLE OF CONTENTS RECITALS……………………………………………………………………………………….1 SECTION 1. CREATION OF SNOHOMISH COUNTY 911; STATUS OF MEMBERS AS OF THE CONSOLIDATION EFFECTIVE DATE……………………………………….... 2 SECTION 2. TERM OF AGREEMENT………………………………………………….…..... 5 SECTION 3. DEFINITIONS. ……………………………………………………….…..............5 SECTION 4. SNOHOMISH COUNTY 911 SERVICES…………………………………..…..10 SECTION 5. SNOHOMISH COUNTY 911 POWERS…………………...……………………11 SECTION 6. GOVERNING BOARD: COMPOSITION AND OPERATION……….………..13 SECTION 7. TECHNICAL ADVISORY COMMITTEES…………………………………….19 SECTION 8. ANNUAL AGENCY ASSEMBLY……………………………………………...21 SECTION 9. EXECUTIVE DIRECTOR……………………………………………………….22 SECTION 10. PERSONNEL POLICY……………………………………………………........23 SECTION 11. OPERATIONAL POLICY AND SYSTEM EVALUATION…………………..23 SECTION 12. BUDGET, ASSESSMENT FORMULA, PAYMENT OF ASSESSMENTS, DELINQUENCIES, RESERVE FUNDS………………………………………………………..23 SECTION 13. ISSUANCE OF DEBT…………………………………………………….........26 SECTION 14. CONVERSION OF STATUS OF PARTICIPATING AGENCIES, ADDITION OF NEW PRINCIPALS OR SUBSCRIBERS, PROVISION OF ADDITIONAL SERVICES TO PRINCIPALS…………………………………………………………………………….….26 SECTION 15. RETAINED POWERS OF PARTICIPATING AGENCIES……………...........28 SECTION 16. INVENTORY AND PROPERTY………….………………………………...…28 SECTION 17. WITHDRAWAL BY OR TERMINATION OF PRINCIPAL………………….28 SECTION 18. AMENDMENT OF AGREEMENT……………………………………….…....29 SECTION 19. MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS……………………………………………………………………………………30 SECTION 20. TERMINATION OF AGREEMENT; DISSOLUTION ..........………………….30 SECTION 21. DISPUTE RESOLUTION……………………………………………………....31 SECTION 22. INSURANCE………………………………………………………………..…..32 SECTION 23. INDEMNIFICATION AND HOLD HARMLESS……………………….…......32 SECTION 24. INTERGOVERNMENTAL COOPERATION………………………………....34 SECTION 25. NOTICE…………………………………………………………………………34 SECTION 26. COMPLIANCE WITH LAWS.............................................................................34 SECTION 27. VENUE……………………………………………………………………….…35 SECTION 28. NO THIRD PARTY BENEFICIARIES……………………………………..….35 SECTION 29. SEVERABILITY………………………………………………………………..35 SECTION 30. RATIFICATION…………………………………………………….…..………35 SECTION 31. EXECUTION, COUNTERPARTS, AND EFFECTIVE DATE………………..35 ii EXHIBITS AND APPENDICES Exhibit A Initial Election to Receive Snohomish County 911 Services………......A-1 Exhibit B Process for Selecting Governing Board Members………………...... ....B-1 Exhibit C Principal’s Assessment Formula upon fully integrated operations….…C-1 Appendix C-1 Definition of Calls for Service………………….…………….C-1-1 Exhibit D 2018 Snohomish County 911 Budget………………….………..….. …D-1 Exhibit E 2018 Assessments……………………………………………………....E-1 Exhibit F Rate Smoothing Formula for Year 1 of fully integrated operations……F-1 1 SNOHOMISH COUNTY REGIONAL PUBLIC SAFETY COMMUNICATIONS AGENCY INTERLOCAL AGREEMENT VERSION DATED SEPTEMBER 29, 2017 THIS SNOHOMISH COUNTY REGIONAL PUBLIC SAFETY COMMUNICATIONS AGENCY INTERLOCAL AGREEMENT (this “Agreement”), incorporating all exhibits hereto, is entered into by and between the parties that execute this Agreement from time to time. RECITALS WHEREAS, the Southwest Snohomish County Public Safety Communication Agency (“SNOCOM”) is a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under chapter 24.03 of the Revised Code of Washington (“RCW”) as expressly authorized by RCW 39.34.030(3)(b); and WHEREAS, the Snohomish County Police Staff and Auxiliary Services Center (“SNOPAC”) is a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under chapter 24.06 RCW as expressly authorized by RCW 39.34.030(3)(b); and WHEREAS, both SNOCOM and SNOPAC provide emergency communication services on behalf of their member agencies and their combined service territory covers the vast majority of Snohomish County; and WHEREAS, the Boards of Directors of SNOCOM and SNOPAC have investigated the means by which consolidation of their two emergency communication services operations may be accomplished for the purpose and benefit of enhancing public safety and the safety of police, fire and emergency medical services staff responding to emergencies (“first responders”); and WHEREAS, the Boards of Directors of SNOCOM and SNOPAC have determined that consolidation of the two agencies will ensure delivery of emergency communication services at or above current service levels; deliver such services to the public and first responders in a highly efficient manner; improve public safety by eliminating the need to transfer tens of thousands of 911 emergency calls between the two agencies each year; realize economies of scale through consolidation of activities; promote interagency collaboration, communication and interoperability; and support efforts to continually identify means to enhance service delivery over time; and 2 WHEREAS, the Boards of Directors of SNOCOM and SNOPAC have each taken formal action to approve the consolidation of their respective agencies in accordance with RCW 24.03.195 and RCW 24.06.220, respectively, into a single agency to be known as Snohomish County 911 (“Snohomish County 911”), in order to provide emergency communication services on a regional basis throughout Snohomish County for participating member agencies and other public and private agencies that may contract with Snohomish County 911 for such services; and WHEREAS, substantial investigation of alternative approaches to the calculation of user fees has resulted in a fee formula which the parties agree is fair and equitable; and WHEREAS, this Agreement is authorized by the Interlocal Cooperation Act (chapter 39.34 RCW); NOW THEREFORE, in consideration of the promises and agreements contained in this Agreement and subject to the terms and conditions set forth herein, it is mutually understood and agreed by the parties as follows: SECTION 1. CREATION OF SNOHOMISH COUNTY 911; STATUS OF MEMBERS AS OF THE CONSOLIDATION EFFECTIVE DATE. a. Creation of Snohomish County 911. Pursuant to Resolution No. 2017-02 adopted by the SNOCOM Board of Directors on October 12, 2017 and Resolution No. 2017-02 adopted by the SNOPAC Board of Directors on October 12, 2017, at least two-thirds of each Board voted in favor of consolidating SNOCOM and SNOPAC as described herein and approved a plan of consolidation (“Plan of Consolidation”) as required by chapters 24.03 and 24.06 RCW. Subsequent to such approval, representatives of SNOCOM and SNOPAC have or will execute the Articles of Incorporation Due to Consolidation (the “Articles”) and have or will file such Articles with the Secretary of State. As permitted by RCW 23.95.210, the effective date for the consolidation shall be January 1, 2018 (the “Consolidation Effective Date”). As of the Consolidation Effective Date: i. SNOCOM and SNOPAC shall be a single corporation to be known as “Snohomish County 911” as provided in the Articles (“Snohomish County 911”). 3 ii. Snohomish County 911 shall be formed as a municipal instrumentality of its Principals pursuant to RCW 39.34.030 and shall be organized as a nonprofit corporation under chapter 24.06 RCW as authorized by chapter 39.34 RCW. This Agreement shall govern the Snohomish County 911. iii. SNOCOM, SNOPAC and each party to this Agreement hereby delegates to Snohomish County 911 the authority to provide emergency communication services as provided herein. iv. The separate existence of SNOCOM and SNOPAC, except as formed as Snohomish County 911, shall cease. v. Snohomish County 911 shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a nonprofit corporation organized under chapter 24.06 RCW. vi. Snohomish County 911 shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of both a public and private nature, of each of SNOCOM and SNOPAC; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of SNOCOM and SNOPAC, shall be taken and deemed to be transferred to and vested in Snohomish County 911 without further act or deed; and the title to any real estate, or any interest therein, vested in Snohomish County 911 shall not revert or be in any way impaired by reason of such consolidation. vii. Snohomish County 911 shall be responsible and liable for all the liabilities and obligations of each of SNOCOM and SNOPAC, and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if such consolidation had not taken place, or Snohomish County 911 may be substituted in its place. Neither the rights of creditors nor any liens upon the property of SNOCOM or SNOPAC shall be impaired by such consolidation. viii. Snohomish County 911, as successor to SNOCOM AND SNOPAC, shall have all rights, privileges, interest, defenses and indemnity protections of all insurance providers for SNOCOM and SNOPAC, including past and current providers, that existed prior to consolidation. 4 ix. The statements set forth in the Articles shall be deemed to be the articles of incorporation of Snohomish County 911. b. Status of SNOCOM and SNOPAC Members as of the Consolidation Effective Date. Each member agency of SNOCOM and SNOPAC which, by December 31, 2017, approves, by action of its legislative authority, the execution and delivery of this Agreement and is qualified to become and elects to be a Principal of Snohomish County 911 by making such designation on the services election form attached hereto as Exhibit A, shall be deemed a Principal of Snohomish County 911 as of the Consolidation Effective Date. Alternatively, by December 31, 2017, a member agency of SNOCOM or SNOPAC may (i) elect to be a Subscriber of Snohomish County 911 by providing written notice of same to Snohomish County 911 together with notice of its service election, (ii) provide notice to Snohomish County 911 of its request to be an Associate Agency, or (iii) provide notice to Snohomish County 911 of its intent to provide its own emergency communication services and to not be a Principal, Subscriber or Associate Agency of Snohomish County 911. The initial Principal, Subscriber, or Associate Agency status of each agency shall remain in place until such status is changed pursuant to the terms of this Agreement. Agencies that elect to become Subscribers shall promptly execute the applicable subscriber contract in a form approved and provided by the Governing Board. Notwithstanding the foregoing, in the interest of public safety, in the event any member agency of SNOCOM or SNOPAC qualified to be a Principal or Subscriber under this Agreement has not, by December 31, 2017, taken official action to execute this Agreement or notified Snohomish County 911 of its intent prior to this subsection, then such member of SNOCOM or SNOPAC shall be deemed to be a Subscriber of Snohomish County 911 for the period between the Consolidation Effective Date and February 15, 2018 (the “Gap Period”). During the Gap Period Snohomish County 911 agrees to provide Emergency Communication Services to such agency in order to allow the agency to complete its formal notification process to Snohomish County 911, and such agency shall be permitted to execute this Agreement and/or elect to be a Principal, Associate Agency, or Subscriber during the Gap Period; provided, that agencies deemed to be Subscribers during the Gap Period pursuant to this paragraph shall be charged a fee for such services based on the 2018 Assessments as described in Exhibit E attached hereto plus a latecomer fee equal to 25% of the pro-rata share of Assessments incurred from the Consolidation Effective Date through the date the agency either executes this Agreement or executes a Subscriber contract with Snohomish County 911. Snohomish 5 County 911 shall seek to promptly resolve the status of any agency deemed to be a Subscriber under this paragraph. SECTION 2. TERM OF AGREEMENT. This Agreement shall have an initial term of six (6) years (the “Initial Term”), and shall thereafter be of infinite duration, subject to termination provisions contained herein. During the Initial Term no Principal may withdraw from this Agreement, provided that a Principal may convert or be converted to Subscriber status as provided in Sections 12, 13 and 14, may annex to or join with another Principal as described in Section 6.r, or may upon action of the Governing Board be terminated from participation in this Agreement as provided in Section 12. SECTION 3. DEFINITIONS. Capitalized terms used in this Agreement shall have the following meanings: a. Additional Services. “Additional Services” are optional services provided by Snohomish County 911 that assist Participating Agencies in the performance of their emergency services duties but are outside the scope of Emergency Communications Services as defined in Section 4.a., for example and without limitation, managed mobile computer services. Additional Services may be offered to all Principals and Subscribers from time to time by separate contract. Terms of agreement for provision of Additional Services are to be negotiated between Snohomish County 911 and a Participating Agency and require Simple Majority Vote approval of the Governing Board. Fees for Additional Services are not part of the Assessment Formula and are not considered User Fees. b. Agency Assembly. The “Agency Assembly” is the annual meeting of representatives from the Principals, Subscribers and Associate Agencies, as described in Section 8. c. Agreement. “Agreement” means this Snohomish County Regional Public Safety Communications Agency Interlocal Agreement, as it may hereafter be amended or modified, together with all exhibits and appendices hereto, as they may hereafter be amended or modified. d. Ancillary Services. “Ancillary Services” are services that are part of the overall array of Emergency Communications Services, and related to the core functioning of Emergency Communications Services, for example and without limitation, Police Records Services and school panic button monitoring. Ancillary Services are provided by Snohomish County 911 to all Principals and Subscribers and the costs of Ancillary Services are incorporated into User Fees and Assessments. 6 e. Articles. “Articles” mean the Articles of Incorporation Due to Consolidation of Snohomish County 911 as defined in Section 1. f. Assessments. “Assessments” mean the portion of User Fees charged to Principals for Emergency Communication Services in accordance with the Assessments formula in provided for in Exhibit B. Assessments are a subset of User Fees. Changes to the Assessment formula require Supermajority Approval of the Governing Board. Assessments include costs of Ancillary Services but exclude Additional Services. g. Associate Agency. “Associate Agency” is a unit of local government that has executed this Agreement from time to time who is not a Direct Provider and is not Directly Served by Snohomish County 911 but which receives police and/or fire/EMS services though a contract with a Principal or Subscriber of Snohomish County 911. Associate Agencies participate in the selection of a non-voting Governing Board Member as described in Exhibit B, and may participate in the Agency Assembly. h. Consolidation Effective Date. “Consolidation Effective Date” means January 1, 2018. i. Directly Served. “Directly Served” means Principals and Subscribers who receive Emergency Communication Services from Snohomish County 911 and pay User Fees to Snohomish County 911 in exchange for such services. A Principal or Subscriber may operate both fire/EMS service and police service but elect to have only one or the other service Directly Served by Snohomish County 911. j. Direct Provider. “Direct Provider” means a Participating Agency that provides fire/EMS services and/or police services directly, rather than through contract with another agency. k. EMS. “EMS” means Emergency Medical Services as described in RCW 84.52.069(5), as now or later amended, including the provision by the Participating Agencies of emergency medical care or emergency medical services, including related personnel costs, training for such personnel, and related equipment, supplies, vehicles and structures needed for the provision of emergency medical care or EMS. l. Enhanced Police Records Services. “Enhanced Police Records Services” are services in addition to Police Records Services, and include computer searches and actions to enter, modify or delete computer police records associated with: misdemeanor warrants, orders of protection and other orders and directives; stolen property, vehicles, guns or missing persons; performing 20-minute warrant hit confirmations; and serving as the legal holder of records on behalf of a Police Agency for such records. 7 m. Executive Director. The “Executive Director” is the chief operating officer for Snohomish County 911 appointed by and serving at the pleasure of the Governing Board. n. Emergency Communication Services. “Emergency Communication Services” mean those services described in Section 4.a. o. Emergency Public Safety Radio System. The “Emergency Public Safety Radio System” is the Snohomish County emergency radio system developed, owned and, as of the Consolidation Effective Date, operated by SERS, including but not limited to base stations and towers for such radio system and microwave backbone. p. Fire Agency. A “Fire Agency” is a Principal that is a Direct Provider of fire and/or EMS services. q. Fire/EMS Technical Advisory Committee. The “Fire/EMS Technical Advisory Committee” is the advisory board composed of Representatives from Principal and Subscriber fire and EMS departments or agencies as described in Section 7. r. Fully Integrated Services. “Fully Integrated Services” are Emergency Communication Services provided by Snohomish County 911 from and after the date that dispatch services are regularly provided at a single primary facility (which is currently located at 1121 S.E. Everett Mall Way, Everett, WA 98208). Fully Integrated Services are anticipated to begin on or about January 1, 2019. s. Gap Period. “Gap Period” means the period between the Consolidation Effective Date and February 15, 2018. t. Governing Board. The “Governing Board” is the body described in Section 6 and shall be the governing body of Snohomish County 911. u. Initial Term. The “Initial Term” refers to the first six (6) years in which this Agreement shall be in effect. v. Member. A “Member” or “Governing Board Member” is the individual representing a Principal on the Governing Board, or his or her designated alternate. w. Participating Agencies or Participants. “Participating Agencies” or “Participants” refer to Principals and all Subscribers, as they may be so constituted from time to time, and individually referred to as a “Participating Agency” or “Participant.” x. Plan of Consolidation. “Plan of Consolidation” means the plan approved by SNOPAC and SNOCOM as required by chapters 24.03 and 24.06 RCW. 8 y. Police Agency. A “Police Agency” is a Principal that is a Direct Provider of policing services. z. Police Records Services. “Police Records Services” include performing computer searches and entries to locate and/or clear of public safety database records (WACIC/NCIC) including but not limited to stolen articles, stolen vehicles, stolen guns, missing persons and warrants, as well as entry and dissemination of State ACCESS system administrative messages. aa. Police Technical Advisory Committee. The “Police Technical Advisory Committee” is the advisory board composed of Representatives from Principal and Subscriber police, sheriff or similar departments or agencies as described in Section 7. bb. Principal. A “Principal” is a general purpose municipal corporation or government agency, a fire district, a Public Safety Interlocal Operation, a regional fire protection service authority created pursuant to chapter 52.26 RCW, or a State agency created under the laws of State, which is a Direct Provider of police services or fire/EMS services or both, and which has accepted the terms of and has executed this Agreement from time to time. cc. Public Safety Interlocal Operation. “Public Safety Interlocal Operation” includes a joint operation of fire districts and cities for provision of public fire and EMS services entered into and operating pursuant to chapter 39.34 RCW, and may also include a public development authority created pursuant to RCW 35.21.730 et. seq. or a regional fire protection service authority created pursuant to chapter 52.26 RCW, or a nonprofit corporation created for the purpose of facilitating a joint operation between fire districts and cities pursuant to RCW 39.34.030(3). dd. Representative. “Representative” refers to the individual representing a Principal or a Subscriber on the Police Technical Advisory Committee or Fire/EMS Technical Advisory Committee, or his or her designated alternate. ee. SERS. “SERS” is the Snohomish County Emergency Radio System agency created pursuant to chapters 39.34 and 24.06 RCW and an interlocal agreement effective July 1, 1999, as it may thereafter be amended. ff. Simple-Majority Vote. A “Simple-Majority Vote” of the Governing Board means a majority of the votes of the Members present constituting a quorum and voting. gg. Single-Service Principal. A “Single-Service Principal” is a Principal that is formed as a city or town under the laws of State that (1) directly provides either 9 fire/EMS service or police service, but not both, and (2) receives the service it does not directly provide from a Principal or Subscriber, as confirmed by its election of service form (Exhibit A), as it may be updated from time to time per Section 6.c. hh. SNOCOM. “SNOCOM” is the Southwest Snohomish County Public Safety Communication Agency, formed pursuant to chapters 39.34 and 24.03 RCW. ii. Snohomish County 911. “Snohomish County 911” refers to the intergovernmental agency formed pursuant to chapters 39.34 and 24.06 RCW, this Agreement and the Articles. jj. SNOPAC. “SNOPAC” is the Snohomish County Police Staff and Auxiliary Services Center formed pursuant to chapters 39.34 and 24.06 RCW. kk. State. “State” means the state of Washington. ll. Subscriber. A “Subscriber” is a general purpose municipal corporation or government agency, a fire district, a Public Safety Interlocal Operation, a regional fire protection service authority created pursuant to chapter 52.26 RCW, or a state agency created under the laws of the State, other than a Principal, which has agreed to pay Snohomish County 911 for Emergency Communication Services or other services as offered at a rate or rates according to such terms and conditions as may be established by Snohomish County 911 as evidenced by separate contract between Snohomish County 911 and such entity. A “Subscriber” may also be a Principal that is converted to Subscriber status as provided in Sections 12, 13 and 14. A Subscriber may also be a tribal government, a specialized public safety operation within County government, or private for profit or non-profit corporation providing services that require use of Emergency Communications Services, for example and without limitation, a private ambulance service, provided further that Subscribers described in this sentence may not become Principals. mm. Supermajority Vote. A “Supermajority Vote” means Governing Board approval of an item accomplished by securing affirmative votes of both: (1) not less than seventy percent (70%) of all Members of the Governing Board present constituting a quorum and voting, and (2) not less than one voting Governing Board Member representing a Principal Fire Agency or Agencies. nn. Technical Advisory Committees. “Technical Advisory Committees” are the Police Technical Advisory Committee and the Fire/EMS Technical Advisory Committee established by Section 7. 10 oo. Transition Board. The “Transition Board” is the temporary Governing Board organized for the purpose of providing initial oversight of the start-up of Snohomish County 911 pursuant to Section 6.b. pp. User Fees. “User Fees” are fees for service charged to Participating Agencies for all services for Emergency Communication Services provided by Snohomish County 911 whether provided to Principals or Subscribers. User Fees exclude fees for Additional Services and nominal annual membership fees charged to Associate Agencies. User Fees charged to Subscribers may be approved by Simple Majority Vote of the Governing Board. qq. 911 Calls. “911 Calls” are those calls received or dispatched via the statewide emergency communication network of telephone or via other communications means as described in chapter 38.52 RCW. SECTION 4. SNOHOMISH COUNTY 911 SERVICES. a. Snohomish County 911 has the responsibility and authority for providing Emergency Communication Services and all related incidental functions for communicating and dispatching services between the public and Participating Agencies in the furtherance of improved public safety and emergency response, including the following more specifically described services (collectively, “Emergency Communication Services”): i. Receiving 911 Calls and non-emergency public safety calls for police, fire and medical services; ii. Notifying, dispatching, directing, supporting and coordinating public safety personnel response, including dispatching emergency police, fire, medical and other special or supporting specialized emergency responses services and resources (for example and without limitation, SWAT response); iii. Hosting, configuring, and administering public safety technology networks, systems and applications in support of the delivery of Emergency Communications Services; iv. Updating, maintaining and managing radio communications systems (excluding, unless specifically approved by Governing Board, the Emergency Public Safety Radio System), computer systems, support files and resource materials necessary to accomplish the above; v. Police Records Services; 11 vi. Establishing and updating from time to time standard protocols for communications to and from personnel in the field; vii. Providing certain Ancillary Services; and viii. Upon a Supermajority Vote of the Governing Board, providing services then-provided by SERS together with all necessary or advisable additional services and actions directly related to SERS. b. From the Consolidation Effective Date through December 31, 2019, Snohomish County 911 shall provide Enhanced Police Records Services to Principals and Subscribers who were SNOCOM member agencies with Police Agencies that are Directly Served by Snohomish County 911. During this time, such services will be deemed Ancillary Services and are hereby approved as Ancillary Services. No later than May 2019, the Executive Director will make a written recommendation to the Governing Board as to whether, beginning on January 1, 2020, Enhanced Police Records Services should be: (i) discontinued; (ii) offered to all Participating Agencies; or (iii) continue to be provided only to former SNOCOM Police Agencies, and whether such services should be treated as Ancillary Services or Additional Services. The Governing Board shall make a determination regarding the treatment of Enhanced Police Records Services no later than June 30, 2019. c. Snohomish County 911 may also, when authorized by a Simple Majority Vote of the Governing Board, provide Additional Services. Additional Services will be offered by separate contract as optional services to Participating Agencies. Charges for Additional Services, if any, shall be accounted for separately and shall not be included in the calculation of User Fees. SECTION 5. SNOHOMISH COUNTY 911 POWERS. Snohomish County 911, through its Governing Board, shall have all powers allowed by law for interlocal agencies created under RCW 39.34.030 and chapter 24.06 RCW, as they now exist or may hereafter be amended, and as authorized, amended, or removed by the Governing Board, as provided for in this Agreement, and including but not limited to the following: a. Recommend action to the legislative bodies of the Participating Agencies; b. Review and approve budgets for Snohomish County 911; c. Establish policies for expenditures of budget items for Snohomish County 911; d. Review and adopt personnel policies for Snohomish County 911; 12 e. Review and approve operating policies and procedures for Snohomish County 911, its programs and Emergency Communication Services provided pursuant to this Agreement; f. Establish a fund or special fund or funds as authorized by RCW 39.34.030 for the operation of the Snohomish County 911; g. Conduct regular and special meetings as may be designated by the Governing Board consistent with the State Open Public Meetings Act (chapter 42.30 RCW); h. Maintain and manage records in accordance with the State Public Records Act (chapter 42.56 RCW and chapter 40.14 RCW)and other applicable State applicable and federal records laws and regulations; i. Determine what services (including but not limited to Emergency Communication Services and Additional Services) shall be offered and under what terms they shall be offered; j. Retain, terminate, direct and supervise the Executive Director; k. Create committees to review and make recommendations for purposes and duties of committees; l. Approve strategic plans; m. Approve the addition of new Principals and Subscribers and the terms of their participation in Snohomish County 911 and receipt of Emergency Communication Services; n. Enter into agreements with or make purchases from third parties for goods, assets, property and/or services necessary to fully implement the purposes of this Agreement; o. Establish fees and charges for services provided to Participating Agencies; p. Direct and supervise the activities of any advisory board or committee established by the Governing Board; q. Enter into agreements with, and receive and distribute funds, from any federal, state or local agencies; r. To the extent permitted by law, accept loans or grants of funds from any federal, state, local or private agencies and receive and distribute such funds; 13 s. Receive all funds allocated to Snohomish County 911 for services provided pursuant to this Agreement; t. Purchase, take, receive, lease, take by gift, or otherwise acquire, own, hold, construct, improve, use and otherwise deal in and with real or personal property, or any interest therein, in the name of Snohomish County 911; u. Sell, convey, lease, exchange, transfer, and otherwise dispose of all of its real and personal property and assets; v. Sue and be sued, complain and defend, in all courts of competent jurisdiction in Snohomish County 911’s name; w. Make and alter bylaws for the administration and regulation of its affairs consistent with this Agreement; x. Hold radio frequency licenses and software and other licenses to enable Snohomish County 911 to operate radio communications and dispatch systems to meet its public safety responsibilities; y. Enter into contracts with Subscribers to provide Emergency Communication Services and Additional Services pursuant to this Agreement; z. Any and all other acts necessary to further Snohomish County 911’s goals and purposes; and aa. Except as expressly provided above or in Section 13, Snohomish County 911 shall not have the power or authority to issue debt in its own name. SECTION 6. GOVERNING BOARD: COMPOSITION AND OPERATION. a. Composition. Snohomish County 911 shall be governed by a Governing Board composed of fifteen (15) voting members and one (1) non-voting member. Ten (10) of the Governing Board voting member seats shall be allocated to Police Agencies, five (5) Governing Board voting member seats shall be allocated to Fire Agencies, and one (1) non-voting member seat shall be allocated to an Associate Agency or a Single- Service Principal. Governing Board Members and their alternates shall be selected in the manner described in Exhibit B. Notwithstanding the foregoing, from the Consolidation Effective date until the first meeting of the Governing Board, Snohomish County 911 shall be governed by the Transition Board described below. The first meeting of the Governing Board shall occur no later than January 31, 2018, at which point the Transition Board member terms and authority shall expire. 14 b. Transition Board. To govern the Snohomish County 911 until such time as all Participating Agencies and Associate Agencies have an opportunity to conduct their first caucuses and select initial Governing Board Members, a Transition Board will be created for the limited time and purposes described in this subsection. The Transition Board shall be composed of six (6) members, including: three (3) members and one alternate from the 2017 SNOPAC Board of Directors members or alternates and three (3) members and one alternate from the 2017 SNOCOM Board of Directors members or alternates, duly selected by the respective boards in 2017 for this service; provided, that all members of the Transition Board must otherwise be qualified to serve as voting Board Members of Snohomish County 911 and their agencies must be Principals of Snohomish County 911 and a party to this Agreement. Alternates shall serve in the absence of a Transition Board member from their appointing agency. The Transition Board shall be responsible for selecting and appointing an interim Executive Director of Snohomish County 911 to oversee the management of Snohomish County 911 until the first elected Governing Board takes action with respect to this position. The Transition Board shall direct the interim Executive Director to convene the Principals and Associate Agencies no later than January 15, 2018, for purposes of meeting as caucuses to elect the initial Governing Board Members and Alternates. The Transition Board shall only take such actions as are immediately necessary for the conduct of business of the Snohomish County 911 in the month of January 2018. Meetings of the Transition Board shall be open to the public to the extent required by chapter 42.30 RCW. The provisions of this Agreement regarding qualifications to serve (Section 6.c), quorum (Section 6.h), voting (Section 6.i) and conduct of meetings (Sections 6.m and 6.o) of the Governing Board shall apply to the Transition Board. c. Qualifications to Serve. A Governing Board Member, or his or her alternate must be duly selected in the manner described in Exhibit B and must be either: an elected official; chief administrative officer; chief law enforcement officer or fire chief from a Principal, or a person directly-reporting to the chief law enforcement officer or fire chief; or in the case of Snohomish County, the Snohomish County Executive or a Snohomish County Executive Director. d. Terms of Office. Governing Board Members are elected every two (2) years by caucuses at the Agency Assembly, as described further in Exhibit B. The terms of the newly elected Board Members commence with the first Governing Board meeting in May; provided, however, that the first elected Governing Board Members’ terms of office shall run from their date of election in January 2018 through May 2020 and provided further that the Transition Board shall serve only until the first elected Governing Board Members’ are selected in January 2018. 15 e. Election to Receive Service From Snohomish County 911; Impact on Governing Board Representation. Each Principal shall determine which of its respective public service departments or operations will be Directly Served by Snohomish County 911. The initial election by each Principal as to which of their respective departments or operations will receive services from Snohomish County 911 will be recorded by the submittal by each Principal of a completed service election form, substantially in the form set forth at Exhibit A. The service election form determines whether a Principal participates in a caucus to select either or both a Police Agency Governing Board Member or a Fire Agency Governing Board Member. Single Service Principals shall also participate in the caucus for the non-voting Governing Board Member. Each Principal shall promptly provide written notice to Snohomish County 911 of any changes in its services impacting its qualification as a Police Agency or Fire Agency. f. Conditions for Serving on Governing Board. All Governing Board Members and their alternates shall serve without compensation from Snohomish County 911. However, Snohomish County 911 may pay for or reimburse Governing Board Members and alternates for reasonable out-of-pocket costs related to service on the Governing Board. Members may only serve for such time as they meet the qualification of a Governing Board Member for the Principals with which they served of the start date of their then current term on the Governing Board. g. Alternates. Alternates shall be selected and shall serve in the absence of Governing Board Members in the manner described in Exhibit B. Alternates must meet the same qualifications as Governing Board Member. h. Quorum. A simple majority of the voting Members (or their alternates) in number (excluding any Member that represents a Principal which been terminated by vote of the Governing Board, or which has given notice of withdrawal and is not permitted to vote per terms of Section 17.f) shall constitute a quorum of the Governing Board for purposes of doing business on any issue. i. Voting. The Board shall strive to operate by consensus. All Board decisions on items not listed in Section 6.j require a Simple Majority Vote for approval. A Governing Board Member may not split his or her vote on an issue and there shall be no weighted voting. No voting by proxies or mail-in ballots is allowed. Voting by a designated alternate is not considered a vote by proxy. A Governing Board Member representing a Principal that has given notice of withdrawal or which has been terminated by vote of the Governing Board shall be authorized to cast votes at the Governing Board only on budget items to be implemented prior to the withdrawal or termination date. 16 j. Items Requiring Supermajority Vote for Approval. A Supermajority Vote of the Governing Board shall be required in order to approve the following items or actions: i. Amendment to the Principals’ Assessment formula(s); ii. Approval of a budget that exceeds the prior approved budget by a percentage in excess of the most recently published Consumer Price Index – Urban for the Seattle/ Tacoma/Bremerton metropolitan area, June - June, calculated by the Federal Bureau of Labor Statistics, or its successor index, plus 4% (adjusted as necessary to accomplish the same annual cost increase limitation in the event Snohomish County 911 transitions to a biennial budget). iii. A decision to acquire assets, equipment, real or personal property valued at over $500,000; iv. Admission of a new Principal (other than admission of an Associate Agency as a Principal, or a Principal created by the merger, consolidation or other process as described in Section 6.r); v. Reinstatement of a Principal that has been converted to Subscriber; vi. Appointing the Executive Director (a Simple Majority Vote is required for removal of the Executive Director); vii. Expansion of the scope of services provided by Snohomish County 911 within the Scope of Section 4.a and 4.b, including but not limited to acquiring assets held by SERS and providing services then-provided by SERS in accordance with Section 4.a.vii.; viii. Adoption or amendment of any bylaws, or amendment of the Articles; ix. Merger, consolidation, sale of all or substantially all assets of the Snohomish County 911 per Section 19; x. Modification of this Agreement (except for those items requiring approval of all legislative bodies of the Principals per Section 18); xi. Termination or dissolution of Snohomish County 911 per Section 20; xii. Approval of debt pursuant to Section 13; and xiii. Any other action requiring a two-thirds or sixty six-percent (66%) supermajority vote under chapter 24.06 RCW. k. Officers. The Governing Board shall have four officers, a President and Vice-President, Secretary and Treasurer, who will serve two (2) year terms, coterminous with Governing Board Member elections. It will be the function of the President to preside at the meetings of the Governing Board. The Vice-President shall assume this role in absence of the President. Immediately following the election of Governing Board Members, at the first meeting of the Governing Board, the officers shall be elected by Simple Majority Vote of the Members. In the event of a vacancy in the President 17 position, the Vice-President shall assume the President position for the balance of the term of the departed President. In the event of a vacancy in the Vice-President position, the Governing Board shall by Simple Majority Vote elect a new Vice-President to serve to the balance of the term of the departed Vice-President. Any officer appointed by the Governing Board may be immediately removed by Simple Majority Vote of the Governing Board, with or without cause, in which event the Governing Board shall promptly elect a new officer who shall serve for the remainder of the unexpired two-year term. The Governing Board may appoint persons to serve as Secretary and Treasurer of Snohomish County 911; provided, that such persons shall not be Members of the Governing Board. The duties of all officers shall be further described in the Snohomish County 911 Bylaws. l. Staffing. The Executive Director shall assign agency staff to support the Governing Board as he or she deems appropriate. m. Meetings. The Governing Board shall meet not less than four (4) times per year, at least once each calendar quarter, at a time and place designated by the President of the Governing Board or by a majority of its Members. Regular meetings shall be held pursuant to a schedule adopted by the Governing Board. Special meetings may be called by the President or a majority of Governing Board Members upon giving all other Members notice of such meeting in accordance with chapter 42.30 RCW (which, as of the date of this Agreement, requires written notice to be provided to each Member at least twenty-four (24) hours prior to the meeting). Notwithstanding the foregoing, the President or Members calling a special meeting will, in good faith, attempt to provide at least ten (10) days prior written notice of a special meeting, however, failure to do so will not invalidate any otherwise legal action taken at a meeting where the proper notice was provided in accordance with chapter 42.30 RCW. In an emergency, the Governing Board may dispense with written notice requirements for special meetings, but must, in good faith, implement best efforts to provide fair and reasonable notice to all Governing Board Members. Members of the Governing Board may participate in a meeting through the use of any means of communication by which all Members and members of the public participating in such meeting can hear each other during the meeting. Any Governing Board Members participating in a meeting by such means is deemed to be present in person at the meeting for all purposes including, but not limited to, establishing a quorum. n. Bylaws. The Governing Board shall be authorized to establish bylaws that govern procedures of the Governing Board. 18 o. Parliamentary Authority. Robert’s Revised Rules of Order shall govern any proceeding of the Governing Board to the extent not inconsistent with this Agreement or the bylaws adopted by the Governing Board. p. Consultation with Technical Advisory Committees. It is the intent of this Agreement that the Governing Board shall seek the active participation and advice of Participating Agencies in the determination of Snohomish County 911 operating policies. The Technical Advisory Committees shall have the opportunity to provide reports at each regular Governing Board meeting. The Governing Board shall consider input from the Technical Advisory Committees in its deliberations. q. Boundary Changes or Service Territory Changes. It is the responsibility of each Participating Agency to provide reasonable advance notice to Snohomish County 911 of any boundary changes, or service territory changes that may occur due to annexation, merger, or other reason, so that Snohomish County 911 may accurately dispatch calls, accurately track calls for service data and accurately assess User Fees; provided, however, until such time as Snohomish County 911 has sufficiently accurate data (such as an official population estimate from the State) by which to calculate User Fees for the Participating Agencies(s) involved, Snohomish County 911 shall continue to bill each Participating Agency on the basis of Snohomish County 911’s most accurate data and the parties involved in the boundary or service territory change shall amongst themselves address any User Fee allocation issues. r. Service Changes; Merger or Annexation of a Participating Agency; Formation of New Public Safety Interlocal Operation. It is the responsibility of each Participating Agency to provide reasonable advance notice to Snohomish County 911 of any boundary changes, or service territory changes that may occur due to annexation, merger, or other reason. In the event a Participating Agency merges or annexes to a Principal or becomes a member agency of a Public Safety Interlocal Operation that is a Principal, the merged or annexed Participating Agency’s rights and obligations under this Agreement shall be assumed in full by the Principal without further action by the Governing Board. In the event that Participating Agencies, which meet the qualifications of this paragraph, join together to create a new Public Safety Interlocal Operation (for example and without limitation, creation of a new regional fire authority under chapter 52.26 RCW), and as a result of such formation the fire/EMS operation or police operation of such Participating Agencies are no longer Directly Served by Snohomish County 911, then after all of the necessary assignments and agreements are executed related to the creation of the Public Safety Interlocal Operation, the newly created Public Safety Interlocal Operation shall become a Principal and a party to this Agreement without further action of the Governing 19 Board. At such time the rights and obligations of the forming Participating Agencies shall be assumed by the Public Safety Interlocal Operation. Notwithstanding the foregoing, in order for the newly created Public Safety Interlocal Operation to become a Principal and a party to this Agreement without further action of the Governing Board, each Participating Agency at the time of formation of the newly created Public Safety Interlocal Operation must (i) be a current Principal and party to this Agreement, or (ii) have previously been a member of SNOCOM or SNOPAC and otherwise independently qualifies as a Principal under this Agreement. Notwithstanding anything in this paragraph to the contrary, if a merged or annexed Principal retains a separate public safety operation that is Directly Served by Snohomish County 911, then that Principal shall maintain its status and shall retain all its rights and obligations under this Agreement with respect to its Directly Served public safety operation. s. Associate Agencies. Associate Agencies shall be charged a nominal annual membership fee at a level set from time to time by Simple Majority Vote of the Governing Board. An Associate Agency which stops contracting for police and/or fire/EMS services from a Principal and requests to be Directly Served by Snohomish County 911 shall be approved by the Governing Board as a Principal per Section 14.d and shall not be subject to any latecomer fees in making this transition. SECTION 7. TECHNICAL ADVISORY COMMITTEES. a. Creation and Membership. Two Technical Advisory Committees shall be created to serve in an advisory capacity to the Governing Board and Executive Director. i. Police Technical Advisory Committee. The Police Technical Advisory Committee shall consist of the chief or his or her designee from each Principal and Subscriber police department or equivalent agency or operation Directly Served by Snohomish County 911. ii. Fire/EMS Technical Advisory Committee. The Fire/EMS Technical Advisory Committee shall consist of the chief or his or her designee from each Principal and Subscriber with a Fire/EMS department or equivalent agency or operation Directly Served by Snohomish County 911. b. Technical Advisory Committee Representatives. Persons serving on either Technical Advisory Committee shall serve without compensation from Snohomish County 911. However, Snohomish County 911 may pay for or reimburse Representatives and alternates for reasonable out-of-pocket costs related to service on the Technical Advisory Committees. 20 c. Alternates. Each Representative serving on a Technical Advisory Committee may designate one alternate, confirmed in writing, to serve when such Representative is absent or unable to serve provided that such alternates must have operational responsibilities within their respective agencies. Written notice of the appointment of an alternate shall be provided to the Chair the applicable Technical Advisory Committee prior to the alternate serving in the absence of the Representative. d. Powers. Each Technical Advisory Committee shall meet individually as frequently as their members deem appropriate, but not less than twice each year, for the purpose of promoting interagency collaboration and cooperation, information sharing, discussion and review of agency operating policy and such other matters as the Governing Board may request. The Technical Advisory Committees shall provide advice, information, and recommendations to the Governing Board and the Executive Director. e. Quorum. One-third of the Representatives of each Technical Advisory Committee (or any alternates present and participating in place of a Representative) shall constitute a quorum for meetings of such Committee. f. Voting. All actions and recommendations of the Technical Advisory Committees shall be approved by majority vote of those present and voting. Each Representative shall have one vote. There will be no weighted voting, proxy voting, or mail-in voting. g. Officers. Each Technical Advisory Committee shall have two officers, a Chair and Vice-Chair. It will be the function of the Chair to preside at the meetings of his/her respective Technical Advisory Committee, and the Vice-Chair shall assume this role in absence of the Chair. The officers shall be initially elected at the first meeting of each Technical Advisory Committee after the effective date of this Agreement, by majority vote of the Representatives on the respective Technical Advisory Committee, and shall serve for a one-year term. Annually thereafter, the Vice Chair shall assume the role of Chair and the Joint Operating Board shall elect a new Vice-Chair. In the event of a vacancy in the Chair position, the Vice-Chair shall assume the Chair for the balance of the term of the departed Chair. In the event of a vacancy in the Vice-Chair position, the Technical Advisory Committee shall elect a new Vice-Chair to serve to the balance of the term of the departed Vice-Chair. An officer of a Technical Advisory Committee elected to fill the unexpired term of his or her predecessor shall not be precluded from serving a full annual term of office following the end of such unexpired term. h. Staffing. The Technical Advisory Committees shall be staffed by the Executive Director and such additional agency staffing as the Executive Director may deem appropriate. 21 i. Meetings. All meetings of each Technical Advisory Committee shall be open to the public if and to the extent required by chapter 42.30 RCW. Regular meetings shall be held pursuant to a schedule approved by the Technical Advisory Committee. Special meetings may be called by the Chair of the Technical Advisory Committee or a majority of the Representatives of the Technical Advisory Committee. Members of the Technical Advisory Committees may participate in meetings through the use of any means of communication by which all Representatives and members of the public participating in such meeting can hear each other during the meeting. Any Representatives participating in a meeting by such means is deemed to be present in person at the meeting for all purposes including, but not limited to, establishing a quorum. SECTION 8. ANNUAL AGENCY ASSEMBLY. a. Purpose. To provide a forum for an exchange of information and ideas between Snohomish County 911 and its Principals, Subscribers and Associate Agencies, the Governing Board shall in April of each year convene an Agency Assembly, at which the Executive Director shall present an annual report outlining: i. Activities of Snohomish County 911 for the previous calendar year; ii. The proposed work program and significant events in the current calendar year; financial condition of Snohomish County 911; iii. Results of Governing Board adopted performance benchmarks; and iv. The proposed budget policy for the upcoming year. Also at the Agency Assembly, Board President shall offer remarks on behalf of the Board. The Agency Assembly shall be open to the public to the extent required by chapter 42.30 RCW. b. Governing Board Meeting at the Agency Assembly. The required annual Governing Board meeting shall occur immediately after the Agency Assembly. c. Caucuses for Election of Board Members. Every two (2) years, beginning in 2020, the Agency Assembly agenda will include a time for caucuses to meet and elect governing Board Members and their alternates as provided in Section 6 and Exhibit B, and to announce the results of the caucus deliberations. d. Attendance. Each Principal, Subscriber, and Associate Agency may send one or more elected officials as well as police chiefs, fire chiefs, their deputies or assistants or other personnel to participate in the Agency Assembly. Participation in caucuses for election of Governing Board Members is governed by Exhibit B. 22 e. Action by Attendees. Attendees of the Agency Assembly may vote to recommend changes to the proposed budget policy, work program and performance measures program, and may provide additional comments and questions to the Governing Board. Voting by attendees shall be based on one-vote per each Principal, Subscriber, and Associate Agency, with a simple majority vote of all agencies represented at the meeting required to approve any recommendation to be forwarded to the Governing Board. The actions and recommendations of attendees at the annual Agencies’ Assembly shall be advisory to the Governing Board. SECTION 9. EXECUTIVE DIRECTOR. The Governing Board shall be responsible for the appointment and termination of the Executive Director. An interim Executive Director shall be appointed by the Transition Board as provided in Section 6.b. The interim Executive Director shall serve in such capacity until a permanent Executive Director is appointed by the Governing Board. A Supermajority Vote of the Governing Board is required to appoint the Executive Director of Snohomish County 911. The Executive Director shall be responsible to the Governing Board and shall advise it from time to time on a proposed budget and other appropriate matters in order to fully implement the purposes of this Agreement. The Executive Director shall administer Snohomish County 911 in its day-to-day operations, including but not limited to: approving and overseeing the administration of all operating procedures and public records management procedures consistent with Governing Board policies; and appointing persons to fill other staff positions in the Snohomish County 911 and overseeing the evaluation and discipline, hiring and firing of employees, and administration of collective bargaining agreements and other personnel contracts consistent with Governing Board policies. Only the Governing Board shall be authorized to hire or retain legal counsel and independent accountants and auditors. Other consultants or legal counsel for specialized purposes within the Executive Director’s signing authority as it may be defined by the Board from time to time may be designated in such manner as the Governing Board may determine subject to Sections 5 and 6. The Executive Director shall have experience in technical, financial and administrative fields and his or her appointment shall be on the basis of merit only. The Executive Director is an “at will” employee and may be terminated upon the Simple Majority Vote of the Governing Board. 23 SECTION 10. PERSONNEL POLICY The Executive Director shall, as necessary from time to time, submit to the Governing Board a proposed personnel policy for the Governing Board’s approval, rejection or modification. All modifications or revisions to such personnel policies must be approved by the Governing Board if and to the extent required in such policies. SECTION 11. OPERATIONAL POLICY AND SYSTEM EVALUATION. The Executive Director shall actively consider and evaluate means and opportunities toward the enhancement of operational effectiveness of emergency services. The Executive Director shall present his or her recommendations to the Technical Advisory Committees and the Governing Board from time to time. SECTION 12. BUDGET; ASSESSMENT FORMULA; PAYMENT OF ASSESSMENTS; DELINQUENCIES; RESERVE FUNDS. a. Budget Fiscal Year. The Snohomish County 911 budget fiscal year shall be either the calendar year, or two calendar years, as the Governing Board may determine. b. Budget Policy Direction. The Executive Director shall present a proposed outline of the policy approach to the budget for the upcoming budget to the attendees of the Agency Assembly. Input received from attendees at the Agency Assembly shall be reported to the Governing Board. After receiving such reports, the Governing Board shall adopt a budget policy as direction for the Executive Director in preparing the budget. c. Budget Approval. The Executive Director shall present a proposed budget to the Governing Board by no later than August 1 preceding the next budget period and the Governing Board shall approve its budget by no later than September 15. Thereafter and in no event later than September 25, Participating Agencies shall be advised on the programs and objectives contained in the proposed budget, of any changes in the User Fee formula(e), and of the required financial participation for each Principal and Subscriber for the following year(s) based upon the proposed budget. Participation by each Principal and Subscriber is contingent upon subsequent legislative appropriation for the following fiscal year. Principals and Subscribers shall promptly notify Snohomish County 911 if it does not approve its budget allocation. Any Principal not approving its full budget allocation (Assessment and cost of any Additional Services it has agreed to purchase) shall be automatically converted to Subscriber status effective the first day of the budget year (whether biennial or annual) for which the Principal did not approve its budget allocation, and subject to penalty as described in Section 12. 24 d. User Fee Formula. The User Fee formula applicable to Principals for Emergency Communications Services referred to as the “Assessment formula”, shall be initially approved as set forth in Exhibit C to this Agreement. The Assessment formula(e) may be changed from time to time as part of the budget process, and any such changes shall be approved by Supermajority Vote of the Governing Board in accordance with Section 6.j. In the event the Snohomish County 911 assumes the authorities of SERS as authorized in Section 4.c., the costs associated with delivering that expansion of services shall be incorporated into the Assessment formula and the User Fee for Subscribers as the Board shall determine by Supermajority Vote. Additional Services require only Simple Majority Vote of the Governing Board to approve. The Assessment formula(e) for Principals may be different from the User Fee formula applicable to Subscribers. It is expressly contemplated that Participating Agencies may become subject to differential User Fee formulae (including differential Assessment formula(e)) over time based upon the benefit conferred to such agencies. e. Payment of Assessments. Assessments shall be payable not less frequently than quarterly on or before such dates as the Governing Board may determine. f. Delinquent Assessments. Assessments not paid when due by a Principal shall begin to accrue interest on the date the Assessment was originally due and shall continue until the Assessment is paid (together with all accrued interest) in full at the Federal Prime Rate plus 3%. Snohomish County 911 shall, within seven (7) business days of the due date, send notice to any delinquent Principal and provide a 60-day cure period from the original due date of the payment, during which period the Assessment shall accrue interest as provided in the immediately preceding sentence. If such Assessments and accrued interest are not paid in full within 60 (sixty) days of the original due date, then the Principal delinquent in payment of Assessments shall upon such 60th day be deemed immediately converted to the status of a Subscriber and subject to penalty as described in Section 14. In the event a Principal converted to Subscriber status due to non-payment of fees shall not have paid in full all Assessments and interest owing by six (6) months after the original due date, then the Governing Board may terminate services to such Subscriber, which termination shall not absolve the Subscriber of its obligation to pay all Assessments past due, together with interest. g. Terms of Subscriber Contracts. Snohomish County 911 may enter into contracts with Subscribers from time to time for the purpose of providing Emergency Communication Services and other services as provided herein. Subscriber contracts may provide for the same or different payment schedules and payment formulas as those which apply to Principals; provided that, a Subscriber which, at the time it determined to become a Subscriber, was qualified to become a Principal but elected not to, shall be subject to payment of a risk premium of not less than six percent of its annual User Fees, 25 or such other greater amount as the Governing Board may determine. Revenues from such risk premium shall be placed in Snohomish County 911 reserves. Subscriber contracts shall provide that User Fees not paid when due by a Subscriber shall begin to accrue interest on the date the User Fee was originally due and shall continue until the User Fee is paid (together with all accrued interest) in full at the Federal Prime Rate plus 3%. Snohomish County 911 shall, within seven (7) business days of the due date, send notice to any delinquent Subscriber. In the event a Subscriber does not pay in full all User Fees plus accrued interest within six (6) months from the date of initial delinquency, the Governing Board may terminate services to such Subscriber. Any such termination shall not absolve the Subscriber of its obligation to pay any amounts owing to Snohomish County 911, including any accrued interest. h. Reserve Funds. The Governing Board shall establish capital and operating reserve funds or accounts at the times and in the amounts necessary to ensure funds are on hand to reasonably address planned and unforeseen capital and operating expenses and to minimize the need for large increases in Assessments and/or User Fees from year to year as a result of acquisition or replacement of capital assets or equipment, and to fund the timely replacement of aging technology, equipment and systems. All amounts held in reserve funds held by SNOCOM and SNOPAC as of the Consolidation Effective Date shall be transferred to Snohomish County 911 to be placed in a reserve fund or funds at Snohomish County 911. i. Snohomish County 911 2018 Budget and User Fees. Notwithstanding the requirements in this Agreement regarding approval of budgets, Assessments and User Fees to the contrary, the following terms and conditions will apply with respect to the budget, Assessments and User Fees for Snohomish County 911 in 2018. i. The budget for Snohomish County 911 for 2018 shall be adopted substantially as set forth in Exhibit D; essentially, the adopted SNOCOM 2018 budget plus the adopted SNOPAC 2018 budget, including an amount to pay for transition costs to be funded from reserves. ii. The 2018 budget shall be subject to amendment as the Governing Board deems necessary or appropriate. iii. Assessments for Principals for Emergency Communication Services provided under this Agreement through December 31, 2018 shall be as set forth in Exhibit E, and are based on the assessments each agency would have paid had the consolidation of SNOCOM and SNOPAC not occurred. Such assessments shall be payable not less frequently than quarterly in accordance with regular practice of SNOCOM and SNOPAC, and shall be subject to such delinquency and other penalties as provided herein. 26 iv. Any Principals or Subscriber purchasing Additional Services in 2018 shall do so through entering into a separate contract with Snohomish County 911. j. Rate Smoothing. As further described in Exhibit F, “rate smoothing” will be applied in the first budget year in which the Assessment formula defined in Exhibit C is applied. SECTION 13. ISSUANCE OF DEBT. Except as otherwise provided in Section 5, Snohomish County 911 shall not have the power to issue obligations or to incur debt. However, it is anticipated that Snohomish County 911 may require capital funding from time to time to support facilities, technology and equipment needs. Bonds, notes or other evidences of indebtedness may be issued from time to time by one or more Participating Agencies or by another issuer pursuant to a separate agreement between one or more Participating Agencies and Snohomish County 911 in order to provide capital financing for Snohomish County 911 on terms as agreed upon by the parties thereto. The security and sources of payment for any such debt will be determined at the time of issuance, which may include User Fees and/or capital contributions from the Principals. Any User Fees and/or capital contributions for such purposes shall be approved by Supermajority Vote of the Governing Board. Further, in the event that any Principal is obligated to make a capital contribution, such obligation shall be subject to approval by its legislative authority. To the extent that any bonds or other debt is issued on a tax-exempt basis under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), the Participating Agencies agree to not (1) make any use of the proceeds from the sale of such bonds or other debt that will cause the bonds or other debt to be “arbitrage bonds” within the meaning of the Code, or (2) act or fail to act in a manner that will cause the bonds or other debt to be considered obligations not described in Section 103(a) of the Code. SECTION 14. CONVERSION OF STATUS OF PARTICIPATING AGENCIES, ADDITION OF NEW PRINCIPALS OR SUBSCRIBERS; PROVISION OF ADDITIONAL SERVICE TO PRINCIPALS. a. As described in Sections 12.c and 12.f hereof, a Principal may be converted to Subscriber status for failure to approve its share of the budget or for nonpayment or delinquency in payment of User Fees. On the date of such conversion, said former Principal shall: i. lose its right to participate in a caucus for selecting a voting Governing Board member; 27 ii. lose its right to receive a share of Snohomish County 911 assets upon dissolution of Snohomish County 911; iii. become subject to payment of User Fees in accordance with the then applicable User Fee formula for Subscribers; and iv. be bound by the terms of the applicable Subscriber service contract(s). The conversion of a Principal to Subscriber shall not discharge or relieve any Principal of its outstanding obligations to Snohomish County 911. b. A Principal may alternately elect to convert to Subscriber status effective the first day of the next budget period (whether Snohomish County 911 is operating under an annual or biennial budget) by giving notice of its intent to the Governing Board not less than nine (9) months in advance of such effective date. Such conversion shall be effective as proposed without further action of the Governing Board, barring any basis for terminating the Principal and action thereon by the Governing Board. c. A governmental entity otherwise meeting the qualifications of a Principal in Section 3 hereof may be admitted as a Principal of Snohomish County 911 upon Supermajority Vote of the Governing Board as required under Section 6.j. Similarly, a Subscriber may apply to the Governing Board to be converted to Principal status. As a condition of becoming a Principal, whether by conversion or new admission, the Governing Board may require payment or other contributions or actions by the new Principal as the Governing Board may deem appropriate, and may set such start date for service as it deems appropriate, it being the intention of this provision that the addition of new Principals shall not cause the then-current Participants to incur additional cost. Upon such conversion or new admission, such new Principal shall execute this Agreement in its capacity as Principal and shall thereafter be subject to all provisions of this Agreement applicable to Principals. d. Notwithstanding anything to the contrary in this Agreement, an Associate Agency meeting the qualifications of a Principal may become a Principal effective the first day of the next budget year, without making any latecomer payment or contribution, upon giving notice of its intent to the Governing Board not less than nine (9) months in advance of such effective date. Such conversion shall be become effective on such date without further action of the Governing Board. e. The determination of whether to accept new Subscribers shall be made by the Governing Board in a manner similar, and subject to such terms and conditions, as that for accepting new Principals, it being the intention that the addition of new Subscribers shall not cause pre-existing Participating Agencies to incur additional cost. 28 f. A Principal wishing to receive service from Snohomish County 911 for an operating department in addition to a department already served by Snohomish County 911 may make application to the Governing Board in the same manner as, and be subject to such conditions and approvals as the Governing Board may deem appropriate for, an entity (other than an Associate Agency) seeking admission as a new Principal. SECTION 15. RETAINED POWERS OF PARTICIPATING AGENCIES. Each Participating Agency shall retain the responsibility and authority for its operational departments and for such equipment and services as are required at its place of operation to interconnect to Snohomish County 911’s operations. Interconnecting equipment and services necessary to the provision of authorized Snohomish County 911 services may be funded through Snohomish County 911’s budget and operational programs. SECTION 16. INVENTORY AND PROPERTY. Equipment, vehicles and furnishings for Snohomish County 911’s operation shall be acquired as provided by law. If any Participating Agency provides equipment or furnishings for Snohomish County 911’s use, title to the same shall rest with the respective local entity unless that equipment or furnishing is acquired by Snohomish County 911. The Executive Director shall maintain and bi-annually update an inventory of equipment and furnishings owned by, leased or temporarily assigned to Snohomish County 911, and the values thereof. In event of dissolution or termination of Snohomish County 911, assigned or loaned items shall be returned to the lending entity and all other items or funds derived from the sale thereof shall be distributed to Principals as described in Section 20. SECTION 17. WITHDRAWAL BY OR TERMINATION OF PRINCIPAL. a. Any Principal may withdraw its membership and terminate its participation in this Agreement by providing written notice and serving that notice on the Governing Board on or before June 30 in any year. After providing appropriate notice as provided in this Section, that Principal’s membership withdrawal shall become effective on the last day of the calendar year following the year in which the notice is given. A Principal that has given notice of its intent to terminate must meet with the Executive Director or his or her designee to develop a departure plan. The departure plan is intended to ensure an orderly separation of the Principal from New Agency and ensure minimal disruption in 911 Calls response for the public. The departure plan may include the transfer of funds and equipment or other assets and must be approved by Simple Majority Vote of the Board. Notwithstanding anything herein to the contrary, Principals shall be prohibited from withdrawing their membership and terminating their participation in this Agreement 29 during the Initial Term; provided, a Principal may give appropriate notice of its intent to withdraw pursuant to this Section during the Initial Term, and in such event that Principal’s membership withdrawal shall become effective on the last day of the calendar year that coincides with the end of the Initial Term. b. Notwithstanding the foregoing, a Principal may be terminated at any time by action of the Governing Board for delinquencies of at least six (6) months in payment of Assessments and interest per Section 12.f. c. Time is of the essence in giving notice of termination and/or withdrawal. d. A terminating and/or withdrawing Principal is deemed to forfeit any and all rights it may have to Snohomish County 911’s personal or real property, or any other ownership in Snohomish County 911, unless otherwise provided by the Governing Board; provided further that this forfeit of rights shall not apply to personal property on loan to Snohomish County 911 from the terminating or withdrawing Principal. e. The termination and/or withdrawal of a Principal shall not discharge or relieve any Principal of its outstanding obligations to Snohomish County 911. f. A Governing Board Member representing a Principal that (i) has given notice of withdrawal, or (ii) has been terminated by vote of the Governing Board which termination is effective at a future date, shall be authorized to cast votes at the Governing Board only on budgets items to be implemented prior to the withdrawal or termination date. SECTION 18. AMENDMENT OF AGREEMENT. The following terms of this Agreement may only be amended in writing after receipt of the approval of the legislative authorities of all Principals: a. Expansion of the scope of services provided by the Snohomish County 911 beyond the scope of Section 4. b. The composition of the Governing Board and terms of office as provided in Sections 6.a and 6.d. c. Voting rights of Governing Board Members. d. Powers of the Governing Board. e. Hold harmless and indemnification requirements. f. Provisions regarding duration, termination or withdrawal. g. The conditions of this Section. The parties to this Agreement acknowledge and agree that provisions in this Agreement that are not specifically identified in (a) through (g) above reflect the Principals’ direction 30 as to the initial operational and administrative policies and procedures to be implemented by the Governing Board. With the exception of the foregoing items that require affirmative approval of the legislative authorities of all Principals, the parties to this Agreement authorize the Governing Board to modify this Agreement from time to time in order to carry out the corporate purposes of Snohomish County 911. Any such modification shall be in writing and executed by the President of the Governing Board after providing not less than thirty (30) days’ advance written notice to all Principals of such proposed modification, and upon approval of a Supermajority Vote of the Governing Board. Nothing in this Section shall be construed to require legislative authority consent for the addition of a new Principal, conversion of an Associate Agency to a Principal, or agreement to serve an additional Subscriber. SECTION 19. MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS. Approval of the merger or consolidation of Snohomish County 911 with another entity, or the sale of all or substantially all assets of Snohomish County 911, shall require a Supermajority Vote of the Governing Board. SECTION 20. TERMINATION OF AGREEMENT; DISSOLUTION OF SNOHOMISH COUNTY 911. a. Generally. This Agreement may be terminated upon the approval of a Supermajority Vote of the Governing Board. The termination shall be by direction of the Governing Board to wind up business by a date specified by the Governing Board, which date shall be at least one (1) year following the date of the vote to terminate. Upon the final termination date, this Agreement shall be fully terminated. b. Distribution of Property on Termination of Agreement. Upon termination of this Agreement, all property acquired during the life of this Agreement remaining in ownership of Snohomish County 911 shall be disposed of in the following manner: i. Real or Personal Property. All real or personal property purchased pursuant to this Agreement and all unexpended funds or reserve funds, net of all outstanding Snohomish County 911 liabilities, shall be distributed to those Principals still participating in the Snohomish County 911 on the day prior to the termination date and shall be apportioned between Principals based on the ratio that the average of each Principals’ contributions to the operating budget over the preceding five (5) years bears to the total of all then remaining Principals’ User Fees paid during such five-year period. The Governing Board shall have the 31 discretion to allocate the real or personal property and funds as it deems appropriate, and the apportionment, determined consistent with the preceding sentence, need not be exact. ii. Loaned Property. In the event of dissolution or termination of the Snohomish County 911, assigned or loaned assets shall be returned to the lending entity. iii. Allocation of Liabilities. In the event outstanding liabilities of the Snohomish County 911 exceed the value of personal and real property and funds on hand, all Principals shall contribute to retirement of those liabilities in the same manner as which they would share in the distribution of properties and funds. c. Notwithstanding the foregoing, this Agreement may not be terminated if to do so would abrogate or otherwise impair any outstanding obligations of the Snohomish County 911, unless provision is made for those obligations. SECTION 21. DISPUTE RESOLUTION. a. Whenever any dispute arises between a Principal or the Principals or between the Principals and the Snohomish County 911 (referred to collectively in this section as the “parties”) under this Agreement which is not resolved by routine meetings or communications, the parties agree to seek resolution of such dispute by the process described in this Section, which shall also be binding on Subscribers. b. The parties shall seek in good faith to resolve any such dispute or concern by meeting, as soon as feasible. The meeting shall include the President of the Governing Board, the Executive Director, and a representative(s) of the Principal(s), if a Principal(s) is involved in the dispute, and/or a person designated by the Subscriber(s), if a Subscriber(s) is involved in the dispute. c. If the parties do not come to an agreement on the dispute or concern, any party may request mediation through a process to be mutually agreed to in good faith between the parties within 30 days, which may include binding or nonbinding decisions or recommendations (whichever is mutually agreed to). The mediator(s) shall be mutually agreed upon and shall be skilled in the legal and business aspects of the subject matter of this Agreement. The parties shall share equally the costs of mediation and assume their own costs. 32 SECTION 22. INSURANCE. The Governing Board, Executive Director, and Technical Advisory Committees shall take such steps as are reasonably practicable to minimize the liability of the Participating Agencies, including but not limited to the utilization of sound business practice. The Governing Board shall determine which, if any, insurance policies or self-insurance programs for governmental entities authorized in the State of Washington may be reasonably and practicably acquired to cover liability exposures and other potential losses arising from the operations of the Snohomish County 911 and the activities of the parties pursuant to this Agreement (which may include Directors and Officers, Commercial General Liability, Auto, Workers’ Compensation, Stop Gap/Employer’s Liability, errors and omissions, crime/ fidelity insurance, CyberRisk, property damage or loss), and shall direct the acquisition of same. SECTION 23. INDEMNIFICATION AND HOLD HARMLESS. a. Each Principal shall defend, indemnify and hold other Principals, their officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of that Principal’s negligent acts or omissions in connection with the performance of its obligations under this Agreement, except to the extent the injuries or damages are caused solely by the acts of a Principal; provided, that if any such Claim is based on the concurrent negligence of more than one Principal, then the indemnifying party’s obligation hereunder applies only to the extent of its negligence. b. Each Principal shall defend, indemnify and hold the Snohomish County 911 and its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of that Principal’s negligent acts or omissions in connection with the performance of its obligations under this Agreement, except to the extent the injuries and damages are caused solely by the acts of the Snohomish County 911; provided, that if any such Claim is based on the concurrent negligence of Snohomish County 911 and Principal, then the indemnifying party’s obligation hereunder applies only to the extent of its negligence. c. As provided in its Articles, the Snohomish County 911 shall defend, indemnify and hold each Principal its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of the Snohomish County 911’s acts or omissions in connection with the performance of its obligations under this Agreement, except to the extent the injuries and damages are caused solely by the acts of any Principal;; provided, that if any such Claim 33 is based on the concurrent negligence of Snohomish County 911 and a Principal, then the indemnifying party’s obligation hereunder applies only to the extent of its negligence. d. The Snohomish County 911 will hold harmless, indemnify and defend its officers, officials, employees and volunteers from any and all legal liability, claims or lawsuits of any kind for injuries, damages, losses of any kind occurring to another, including attorney fees, which may arise out of the good faith performance of their duties to the Snohomish County 911 and performed in the scope of their employment or service to the Snohomish County 911, except to the extent the injuries, losses and/or damages are caused by the intentional and knowing wrongful acts of any of the Snohomish County 911’s officers, officials, employees or volunteers. e. Subscribers shall be required to agree to indemnify and hold harmless each Principal and the Snohomish County 911, their officers, officials, employees and volunteers from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of Subscriber’s negligent acts or omissions in connection with the receipt of services from Snohomish County 911. To such degree as the Governing Board determines to be reasonable, appropriate, and consistent with applicable law and to be in the best interests of Snohomish County 911, Snohomish County 911 may also indemnify and hold harmless Subscribers. f. In the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of a party hereto and the Snohomish County 911, its officers, officials, employees, and volunteers, the party’s liability hereunder shall be only to the extent of the party’s negligence. It is further specifically and expressly understood that the indemnification provided in this Section constitutes the party’s waiver of immunity under Industrial Insurance Title 51 RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this Section shall survive the expiration or termination of this Agreement. g. Each party shall give the other parties proper notice as provided herein of any claim or suit coming within the purview of these indemnities. Termination of this Agreement, a Principal’s withdrawal from the Snohomish County 911, or a Principal’s conversion to Subscriber status (collectively for purposes of this subparagraph “Termination”), shall not affect the continuing obligations of each of the parties as indemnitors hereunder with respect to those indemnities and which shall have occurred prior to such Termination. 34 SECTION 24. INTERGOVERNMENTAL COOPERATION. The Snohomish County 911 shall cooperate with local, state and federal governmental agencies in order to maximize the utilization of any grant funds for equipment and operations and to enhance the effectiveness of the Snohomish County 911’s operations and minimize costs of service delivery. SECTION 25. NOTICE. Notices required to be given to Snohomish County 911 under the terms of this Agreement shall be directed to the following unless all Principals are otherwise notified in writing: President of the Governing Board and Executive Director, Snohomish County 911 c/o Snohomish County 911 1121 S.E. Everett Mall Way, Suite 200 Everett, WA 98208 Notices to Principals, Subscribers, Associate Agencies, Governing Board Members or Representatives required hereunder may be given by mail, overnight delivery, facsimile or email (with confirmation of transmission), or personal delivery. Each Principal shall provide the President of the Governing Board written notice of the address for providing notice to said Principal. Any Principal wishing to change its mail or email address shall promptly notify the President of the Governing Board. Notice or other written communication shall be deemed to be delivered at the time when the same is postmarked in the mail or overnight delivery services, sent by facsimile or email (with confirmation of transmission), or received by personal delivery. SECTION 26. COMPLIANCE WITH LAWS. During the term of this Agreement, the parties hereto agree to comply with all federal, State, and local laws as necessary to carry out the terms of this Agreement. Further, to the extent that any Emergency Communication Services and/or Additional Services involve the retention, security, confidentiality or other handling of certain “protected” health information under the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations thereunder by the U.S. Department of Health and Human Services and other applicable laws including chapter 70.02 RCW, the Washington Uniform Health Care Information Act, as amended, the parties agree to comply with such laws and execute documents as necessary to implement the requirements under such laws. 35 SECTION 27. VENUE. The venue for any action related to this Agreement shall be in the Superior Court in and for Snohomish County, Washington at Everett, Washington, or if applicable, in Federal District Court, Western District of Washington. SECTION 28. NO THIRD PARTY BENEFICIARIES. There are no third-party beneficiaries to this Agreement. No person or entity other than a party to this Agreement shall have any rights hereunder or any authority to enforce its provisions, and any such rights or enforcement must be consistent with and subject to the terms of this Agreement. In addition to the foregoing, nothing in this Agreement is intended to create a special relationship or other basis for third party liability. SECTION 29. SEVERABILITY. The invalidity or any clause, sentence, paragraph, subdivision, section or portion of this agreement shall not affect the validity of the remainder of this Agreement. SECTION 30. RATIFICATION. All prior acts taken by the Principals and Snohomish County 911 consistent with this Agreement are hereby ratified and confirmed. SECTION 31. EXECUTION, COUNTERPARTS AND EFFECTIVE DATE. This Agreement may be executed from time to time in any number of counterparts, each of which shall be an original, but those counterparts will constitute one and the same instrument. Further, this Agreement may be executed from time to time, without official action of the legislative body of each party hereto, in order to add a new Principal to Snohomish County 911. This Agreement shall be executed from time to time on behalf of each Principal [and Associate Agency] by its duly authorized representative following approval of this Agreement by motion, resolution or ordinance of its legislative authority. This Agreement may be amended as provided herein. This Agreement shall be deemed adopted and effective as of January 1, 2018. This Agreement shall be filed and/or posted as required by chapter 39.34 RCW. 36 IN WITNESS WHEREOF, this Agreement has been executed by each Principal on the date set forth below: [Insert Signature and Notary Blocks] A-1 EXHIBIT A Initial Election to Receive Emergency Communication Services from Snohomish County 911 To be returned to: Snohomish County 911 1121 S.E. Everett Mall Way, Suite 200 Everett, WA 98208 For Agencies becoming Principals: The undersigned, as party to the Snohomish County Regional Public Safety Communications Agency Interlocal Agreement (the “Agreement”) and a Principal in Snohomish County 911, hereby confirms that it elects to receive from Snohomish County 911 Emergency Communication Services as defined in the Agreement, for its ______ Police department/operation ______ Fire/Emergency Medical Services department/operation as and when such service becomes available in accordance with the Agreement. (Cities and Towns: If both services are not checked above, please indicate below the service provider that will be providing such service, and whether that is being provided per a service contract with your jurisdiction or as a matter of law (i.e., annexation into a Fire District). _________________________________________________________________ For Agencies becoming Associate Agencies: The undersigned, as party to the Agreement hereby confirms that it will be an Associate Agency of Snohomish County 911. Associate Agency receives __ Local Policing services by contract with _____________________________. ___ Fire/Emergency Medical Services by contract with ____________________. For all signatory agencies: Contact information for the elected department/operation(s) is set forth below Signed this ___ day of ________________, 2017. Agency Name: __________________________________ By: ________________________________________ Its:__________________________________________ A-2 Please attached contact information for all served department/operation(s) (Names, Title, Address, Phone and e-mail. B-1 Exhibit B Process for Selecting Governing Board Members and Alternates Governing Board Members are selected every two (2) years in April as part of the Agency Assembly, through the process described below; provided, that the first caucuses shall be held in January 2018, and the Governing Board Member terms for persons elected at such caucuses shall last from their date of election through the first meeting of the Governing Board in May 2020. If not defined in this Exhibit B, capitalized terms have the meaning stated in the Agreement. As used in this Exhibit B:  Population Served means the residential population of all territory Directly Served by a Principal Police Agency or Fire Agency, according to the most recent annual report issued by the State Office of Financial Management each year determining the population of each jurisdiction. Step 1. Police Agencies are divided into four (4) caucuses a. Rank each Police Agency by Population Served from smallest to largest, provided, however, that to avoid double counting, Population Served shall be based on the population for which the Police Agency has general policing responsibilities; contracts for special services (such as bomb squad or SWAT responses only) are not included in the calculation of Population Served. b. Snohomish County shall be its own caucus (until and unless it is no longer the largest Police Agency in terms of Population Served, in which case all four caucuses shall be determined as per Subsection c below). c. The remaining Police Agencies shall be divided into three roughly equal caucuses based on Population Served, starting from the smallest Police Agency and working up to agencies serving more population. In deciding where to divide caucuses, the following rules shall apply: i. No Police Agency shall be divided into two caucuses. ii. Caucuses with the smallest agencies (the two caucuses with three Governing Board Member seats, referred to as Small and Medium Police Agencies on the Police Agencies Table below) shall be sized by rounding up (exceeding the population target to the extent necessary to completely include the target population and not divide any Police Agency between caucuses), and the larger Police Agency B-2 caucus (two Governing Board Member seats, referred to as Next Largest Police Agencies in the Police Agencies Table below) shall be rounded down. Step 2. Fire Agencies are divided into three (3) caucuses a. Rank each Fire Agency by Population Served, from the smallest to the largest, provided, however, that to avoid double counting, Population Served shall be based on fire suppression responsibility; contracts for limited services (such as BLS/ALS response/transport) are not included in the calculation of Population Served. b. Divide the Fire Agencies into three (3) caucuses based on whether they are small, medium or large agency, defined as follows: i. A Large Fire Agency is defined as an agency serving 14% or more of the total Population Served by all Fire Agencies. ii. A Medium Fire Agency is defined as an agency serving more than 3% and less than 14% of the total Population Served by all Fire Agencies. iii. A Small Fire Agencies is defined as an agency serving 3% or less of the total Population Served by all Fire Agencies. Step 3. Each Caucus selects Board Members a. At the Agency Assembly, designated representatives from each Principal in each Police Agency caucus and each Fire Agency caucus shall meet together and select Governing Board Members to represent them on the Governing Board for the next two-year term. Caucuses may determine their own rules for nominating and selecting Governing Board Members, provided that the following rules shall apply: i. Representatives to the caucus shall be designated by the legislative body of the Principal they represent (or by such other person as local codes may require). Designated representatives must be qualified to serve as a Governing Board Member. ii. An individual need not attend the caucus in order to be selected as a Governing Board Member, so long as the person otherwise meet the qualifications of a Governing Board Member. iii. Each Principal within a caucus shall have an equal vote in selecting each Governing Board Member. iv. Voting by proxy will not be allowed. B-3 v. No Principal may have an elected official or staff member hold more than one (1) Governing Board seat in a single caucus unless there are more seats than Principals in the caucus. vi. Each caucus shall submit a written statement to the Secretary of Snohomish County 911, signed by not less than half of the caucus’ representatives present at the Agency Assembly, confirming the individuals to whom the caucus’s Board seats are to be allocated for the next term of office. b. Designated representatives from each Associate Agency and each Single- Service Principal shall also form a caucus at the Agency Assembly to select a single non-voting Board Member. Representatives to the caucus shall be designated in the same manner as described in Step 3.a.i, one from each Associate Agency and each Single-Service Principal. The caucus rules described in Step 3.a apply, as do rules for selecting an alternate as described in Step 4. In no event shall the Governing Board Member appointed by this caucus be from an agency that also has a voting Governing Board Member elected for the same board term. c. The number of Governing Board Members to be selected by each caucus shall be as follows: Police Agencies (10 Board Members) Caucus 1: Largest Agencies (Currently Snohomish County is the only member) 2 Governing Board Members, one of which must be the County Sheriff or an assistant or deputy sheriff directly reporting to the Sheriff – unless or until the County is no longer the Largest Policy Agency (in terms of Population Served), in which case the two board members shall be selected as per Caucus 2. Caucus 2: Next Largest Police Agencies 2 Governing Board Members, of which one must be operational staff and one must be an elected official Caucus 3: Medium Police Agencies 3 Governing Board Members, of which one must be an operational staff and one must be an elected official Caucus 4: Small Police Agencies 3 Governing Board Members, of which one must be an operational B-4 staff and one of must be an elected official Fire Agencies (5 Board Members) Caucus 1: Large Fire/EMS Agencies 3 Governing Board Members Caucus 2: Medium Fire/EMS Agencies 1 Governing Board Member Caucus 3: Small Fire/EMS agencies 1 Governing Board Member Associate Agencies and Single-Service Principals (1 non-voting Governing Board Member) 1 Caucus 1 non-voting Board Member Step 4. Each Caucus Selects a Slate of Designated Alternates, in Priority Order. a. Each caucus shall select a slate of designated alternates in a number equal to the number of Governing Board seats allocated to that caucus. b. Each caucus shall prioritize its alternates to determine the order in which the alternates are called upon to participate at a Governing Board meeting in the event of an absence of any Governing Board member representing the caucus. Caucuses may determine their own rules for nominating and selecting Board Alternates, provided that the rules set forth in Step 3.a for selecting of Board Members shall apply. Vacancies Any vacancies shall be promptly filled by the appointing caucus, which shall meet either in person or telephonically to select a replacement Board Member and/or Alternate to serve the remainder of the vacant position’s unexpired term. Such selection process shall be subject to the rules outlined in Step 3. C-1 Exhibit C Principals Assessment Formula Assessments are calculated and charged separately for each Emergency Communications Service provided for each Principal that has elected to receive such service. A Principal that has elected to receive both Police and Fire/EMS Emergency Communications Services will pay one Assessment for service to its Police agency and one Assessment for service to its Fire/EMS agency. A Principal that has elected to receive only police or Fire/EMS Emergency Communications Services from Snohomish County 911 only pays an Assessment for the service so received. The Transition Period is the time period beginning on the date which Snohomish County 911 has been legally formed through the beginning of the budget year in which Snohomish County 911 begins delivering Fully Integrated Services, anticipated to be calendar year 2019. This Exhibit C sets forth Assessment Formulas applicable from and after the point that Fully Integrated Services begin, anticipated to be January 1, 2019, or whichever date is otherwise selected by the Governing Board for simplicity of budgeting purposes. For example, if Fully Integrated Services become operational in February 2019, the Governing Board may nevertheless apply the User Fee formula to fund the Net Budget for all of calendar year 2019. Capitalized terms used in Exhibit C not defined in this Exhibit C have the meaning set forth in the body of the Interlocal Agreement. Description of the formula to derive Assessments for individual Principals. Step 1: Divide the Net Adopted Budget into four cost pools:  Administration and Technology  Call Takers  Police Dispatch  Fire Dispatch The costs allocable to each cost pool are further defined below (see “Definitions”) Step 2: Apply Revenues to cost pools according to the following guidelines:  E-911 Tax Revenues will first be applied to offset all costs associated with the Call Takers cost pool. Any E-911 Tax Revenues over and above the amount necessary to fund all costs in the Call Takers cost pool will be applied to fund permissible costs for such revenues within the Administration and Technology cost pool.  Subscriber Contract revenues will be applied to the Police Dispatch and/or Fire Dispatch cost pool, based on the services billed to the Subscriber. For example, C-2 revenues from a Subscriber contract for Emergency Communications Services with the Stillaguamish Tribe to service its Police Agency will be applied to reduce the size of the Police Dispatch cost pool.  Additional Services revenues will be applied to the Administration and Technology, Police Dispatch and/or Fire Dispatch Cost pool, based upon where the costs of those services are allocated. Step 3: Divide the four cost pools between Police Agencies and Fire Agencies:  Amounts in the Administration and Technology cost pool will be divided based on the ratio of dispatch workstations assigned to each service (initially, 8 police dispatch stations and 5 fire stations)  Police 62%  Fire 38% If the Board approves deployment of an additional dispatch work station to serve Police or Fire Agencies, this ratio will automatically change (the change is not considered a formula change requiring Governing Board approval).  Amounts in the Call Taker cost pool will be divided based on a ratio that reflects an assessment of actual time spent by call takers processing each type of call:  Police 75%  Fire 25% A change in this ratio requires Supermajority Vote of the Governing Board.  Calculate a Cost per Console by dividing total Police Dispatch and Fire Dispatch Costs by the total number of dispatch stations.  Amounts in the Police Dispatch cost pool are allocated to Police Agencies and are further separated out on a Cost-per-Console basis as between Shared Dispatch Station costs and Dedicated Dispatch Station costs. (In 2017, of the 8 Initial Police Dispatch stations, 5 were shared and 3 were dedicated—1 to Marysville Police, and 2 to Everett Police).  Amounts in the Fire Dispatch cost pool are allocated to Fire Agencies and are further separated out on a Cost-per-Console basis as between Shared Dispatch Station costs and Dedicated Dispatch Station costs (In 2017, there were 5 Shared Dispatch Stations in the Fire Dispatch cost pool and no Dedicated Dispatch Stations). C-3 Step 4: Allocate costs to individual Principals, calculating Fire and Police Agency assessments separately as follows:  Police Agency Principal Assessments: 1. Calculate the sum of costs allocated to all Police Agencies in the Administration and Technology Cost pool plus the Call Taker cost pool, and subtract Police Agency Subscriber contract revenues. Allocate the resulting total amount between all Police Agency Principals based on the Shared Cost Allocation Calculation. The total Police Agency Principal Assessment for any individual Principal is this amount plus the individual dispatch cost allocation derived from either item 2 or 3 below as applicable to the individual Principal: 2. For Principal Police Agencies assigned to Shared Police Dispatch stations: Each such Principal is allocated a shared of all Shared Police Dispatch Station costs based on the Shared Cost Allocation Calculation. 3. For Principal Police Agencies with Dedicated Police Dispatch stations: Each such Principal is allocated a cost equivalent to the Cost per Console multiplied by the number of dedicated Police Dispatch stations for which they have contracted.  Fire Agency Principal Assessments: 1. Calculate the sum of costs allocated to all Fire Agencies in the Administration and Technology Cost pool plus the Call Taker cost pool, and subtract Fire Agency Subscriber contract revenues. Allocate the resulting total amount between all Fire Agency Principals based on the Shared Cost Allocation Calculation. The total Fire Agency Principal Assessment for any individual Principal is this amount plus the individual dispatch cost allocation derived from either item 2 or 3 below as applicable to the individual Principal 2. For Principal Fire Agencies assigned to Shared Fire Dispatch stations: Each such Principal is allocated a shared of all Shared Fire Dispatch Station costs based on the Shared Cost Allocation Calculation. 3. For Principal Fire Agencies with Dedicated Fire Dispatch stations: Each such Principal is allocated a cost equivalent to the Cost per Console multiplied by the number of dedicated Fire Dispatch stations for which they have contracted. C-4  Shared Cost Allocation Calculation: Take the total sum to be allocated and divide it up based on three different factors: 1. 54% of total costs are allocated based on the percentage share of a Member’s Calls for Service as compared to total Calls for Service of all such agencies (police or fire—including Principals and Subscribers). Calls for Service shall be calculated as an annual average based on the most recent 8 calendar quarters (see definition of Call Calculation Period). 2. 23% of costs are allocated based on the percentage share of a Members Assessed Value as compared to the total Assessed Value of all such agencies (police or fire, Principals and Subscribers). 3. 23% of costs are allocated based on the percentage share of a Member’s Population Served as compared to the total Population of all such agencies (police or fire, Principals and Subscribers). DEFINITIONS Fire Agency or Fire Agencies: unless expressly noted otherwise, in this Exhibit these terms include both Principals and Subscribers Directly Providing fire and medical services that are Directly Served by Snohomish County 911. Police Agency or Police Agencies: unless expressly noted otherwise, in this Exhibit these terms include both Principals and Subscribers Directly Providing police services that are Directly Served by Snohomish County 911 Cost-Per-Console Total labor costs to staff all police and fire dispatch consoles divided by the number of consoles. Net Adopted Budget means the budget approved by the Governing Board after action by all individual Principals, applicable in the time period for which the Assessment is payable, less Other Revenues. Other Revenues mean revenues received by Snohomish County 911 from sources other than User Fees, E-911 tax revenues and Additional Services, including without limitation Associate Agency fees, other miscellaneous revenues, grants, or awards that may be available from time to time to offset the operating and capital costs of Snohomish County 911. Administration and Technology Costs include all costs associated with providing the supervision, management, facilities costs, insurance, reserve contributions, etc., of running the public safety dispatch center and technologies, and all other expenditures in the Net Adopted Budget not included in the definition of Call Taker Costs and Dispatch Costs. C-5 Call Taker Costs include all labor costs associated with the prescribed number of operational staff assigned to staff the call taking function. Police Dispatch Costs include all labor costs associated with the prescribed number of operational staff assigned to all dispatch workstations designated for serving Police Agencies. Fire Dispatch Costs include all labor costs associated with the prescribed number of operational staff assigned to all dispatch workstations designated for serving Fire Agencies. Shared Dispatch Stations are dispatch stations that not dedicated by agreement (as opposed to workload allocation) to serve a single Principal or Subscriber. Dedicated Dispatch Stations are dispatch stations that are dedicated by agreement to serve a single Principal or Subscriber. Labor Costs are direct costs of salary and benefits. E-911 tax revenues mean revenues received by Snohomish County 911 from Snohomish County pursuant to State law. Calls for Service are defined on Appendix C-1, provided that until Snohomish County 911 has been in operation for more than three years, the calculation of the number of Calls for Service shall be determined in whole or in part (to the extent necessary to determine the two-year average number of calls for service) based on the number of Calls for Service by each Charged Operation as reported by the records of the dispatch agency previously serving each Charged Operation, and consistent with the definition of Calls for Service in Appendix C-1. Charged Operation refers to an individual Principal’s fire/EMS agency/operation, being charged under the Assessment formula. The Call Calculation Period is defined as the first calendar quarter of the preceding budget year, and the 7 calendar quarters preceding that. (For example, in 2019, the Call Calculation Period be the first quarter of 2018, plus the preceding 7 calendar quarters— all of 2017, and the last three quarters of 2016). Population Served has the meaning set forth in Exhibit B. Assessed Value is the Assessed Value of taxable real property in an individual Principal or Subscriber’s or Snohomish County 911 Service Territory for the Charged Operation (as applicable) for the most recently available tax year, as published by the State Office of Financial Management or Snohomish County Assessor. C-1-1 Appendix C-1 Definition of “Calls for Service” The purpose of this Exhibit is to define Calls for Service for purposes of billing/funding calculations. Snohomish County 911 will bill each Principal based on the User Fee formula, which incorporates consideration of Calls for Service as defined in this Exhibit. Section 1. Call for Service Defined: Snohomish County 911 defines a Call for Service for workload analysis and User Fee calculation as any request for service or unit initiated activity resulting in creation of a Computer Aided Dispatch System (CAD) incident that requires oversight by or interaction with Snohomish County 911 personnel, with the exception of the following: a. Any mutual aid incident where another Snohomish County 911 Principal within the same classification (police/fire/medic) is dispatched as the primary responding agency. For example, a police department that responds into another police department’s jurisdiction to provide assistance does not constitute a Call for Service charged to the mutual aid responder. However, an incident involving both police and fire/EMS would result in a Call for Service for both classifications. Similarly, any mutual aid request dispatched to a location outside the Snohomish County 911 service area shall not constitute a Call for Service. b. Any incident that is a duplicate of another Call for Service, or associated with another Call for Service. For example, multiple calls about a single brush fire incident will result in only one Call for Service for the fire/EMS responder. c. Any incident that is cancelled by Snohomish County 911 personnel due to an error or similar internal reasons. This does not include “cleared incidents”, which are incidents that are cancelled when the requesting party calls back to cancel the response after the incident has been entered into CAD. d. Any informational broadcast including but not limited to CAD entries type codes of NOTICE, NOTICEP & INFO. e. Any informational incident used for tracking non police or Fire/EMS activity created by dispatchers solely for the purpose of assisting the dispatcher in tracking such activity, for example, utility call-outs. Section 2: Assignment of CFS: As a general rule, CAD incidents are assigned to a Principal when the incident occurs within its authorized dispatch area (geo-verified location) and service discipline (Police/Fire) with the following exceptions: a. Transit, Fire Marshall, Narcotics Task Force: these incidents are assigned to the responsible countywide agency regardless of location. C-1-2 b. Traffic Stops: assigned to the initiating agency. c. Non-geo verified incidents, in County: assigned to initiating agency. If there are significant anomalies in the manner calls have been measured by SNOCOM and SNOPAC, those anomalies shall be adjusted in a manner determined reasonable by the Governing Board (Supermajority Vote item) in order to develop a fair means for determining the number of calls across all agencies. D-1 Exhibit D - 2018 Budget for Snohomish County 911 Combining SNOCOM/SNOPAC 2018 Approved Budgets SNOPAC SNOCOM TOTAL Revenues Dispatch Services (Assessments) $ 10,857,878 $ 4,459,270 $ 15,317,148 E911 Excise Tax & Other $ 3,990,570 $ 1,709,962 $ 5,700,532 $ 14,848,448 $ 6,169,232 $ 21,017,680 Expenses Payroll Expenses $ 12,790,908 $ 4,947,029 $ 17,737,937 Professional Fees $ 246,000 $ 109,955 $ 355,955 Administrative Support $ 44,000 $ 11,093 $ 55,093 Rent $ 317,152 $ 104,450 $ 421,602 Repairs & Maintenance $ 1,055,167 $ 610,410 $ 1,665,577 Insurance $ 60,000 $ 42,650 $ 102,650 Communication $ 107,492 $ 50,952 $ 158,444 Travel & Training $ 114,730 $ 41,360 $ 156,090 Minor Capital Equipment $ 68,000 $ 228,668 $ 296,668 Office Supplies $ 45,000 $ 22,665 $ 67,665 Total Expense $ 14,848,448 $ 6,169,232 $ 21,017,680 E-1 Exhibit E 2018 Assessments Based on adopted SNOPAC / SNOCOM 2018 Budget Assessments Jurisdiction 2018 Budget Assessments City of Brier --Police $93,177 City of Brier --Fire $25,297 City of Edmonds --Police $804,597 City of Edmonds --Fire $247,607 City Lynnwood -- Police $920,963 City of Mill Creek-- Police $360,175 City of Mill Creek --Fire $98,066 City of Mountlake Terrace --Police $355,851 City of Mountlake Terrace --Fire $115,679 City of Mukilteo -- Police $406,100 City of Mukilteo --Fire $109,545 Town of Woodway --Police $32,133 South Snohomish County Fire & Rescue RFA $890,080 City of Arlington --Fire $173,517 City of Arlington --Police $275,503 City of Everett --Fire $1,115,004 City of Everett --Police $1,910,126 Marysville Fire District $605,700 City of Marysville --Police $1,011,926 City of Stanwood --Fire $76,849 City of Stanwood --Police* $79,907 Snohomish County Fire District # 15 $36,537 Snohomish County Fire District # 16 $18,490 Snohomish County Fire District # 17 $87,376 Snohomish County Fire District # 19 $25,134 Snohomish County Fire District # 21 $49,255 Snohomish County Fire District # 22 $30,722 Snohomish County Fire District # 23 $2,931 Snohomish County Fire District # 24 $22,092 Snohomish County Fire District # 25 (Oso) $6,825 Snohomish County Fire District # 26 $30,542 Snohomish County Fire District # 27 $3,211 Snohomish County Fire District # 28 $5,674 Snohomish County Fire District # 4 $227,557 Snohomish County Fire District # 5 $54,272 E-2 Snohomish County Fire District # 7 $624,868 Snohomish County Fire District # 8 $290,126 Snohomish County Airport Fire $15,222 Snohomish County Fire Marshall $4,423 North County Regional Fire Authority $122,180 City of Darrington --Police* $17,388 City of Gold Bar --Police* $28,860 City of Granite Falls --Police* $49,329 City of Lake Stevens --Police $357,594 City of Monroe --Police $277,017 Snohomish County Sheriff’s Office (Unincorporated) $2,985,551 City of Snohomish Police* $129,805 City of Sultan --Police* $63,473 Stillaguamish Tribe –Police (Subscriber agency) $42,892 *Snohomish County Sheriff’s Office provides service to these agencies. F-1 Exhibit F Assessment Smoothing in First Year of Fully Integrated Services Rate Smoothing will be applied in the first budget year in which the Assessment Formula defined in Exhibit C is applied (“Smoothing Year”). It is anticipated that on or about January 1, 2019, Snohomish County 911 will begin Fully Integrated Services and the Principal’s Assessment formula in Exhibit C will be applied for the full calendar/budget year of 2019. It is expressly contemplated that the Smoothing Year may include less than 12 but more than 10 months of Fully Integrated Services. Smoothing payments and contributions will be calculated as follows: After adopting the budget for the Smoothing Year and calculating the assessments to be paid by each Principal and Subscriber: 1. Identify which Principals and Subscribers will see their User Fee increase in an amount equal or greater to 9% as compared to their assessment in the immediately preceding year. These Principals are “Smoothing Recipients.” 2. Identify which Principals and Subscribers will see their User Fee decrease in an amount equal or greater to 9% as compared to their assessment in the immediately preceding year. These Principals are “Smoothing Contributors.” 3. Determine the sum of all User Fee increases experienced by Smoothing Recipients, provided that the sum will be capped at $281,785. This is the Maximum Total Smoothing Allocation. 4. For each Smoothing Contributor, identify the amount which is 25% of its User Fee— this is the Maximum Smoothing Contribution for that Smoothing Contributor. 5. Determine the sum of all Maximum Smoothing Contributions. This is the Maximum Total Smoothing Contribution. 6. The lesser of the Maximum Total Smoothing Allocation and the Maximum Total Smoothing Contribution is the Actual Total Smoothing Allocation. 7. Increase the User Fee for the Smoothing Year of each Smoothing Contributor by an amount equal to the amount necessary such that each Smoothing Contributor contributes the same percentage of its User Fee decrease towards the Actual Total Smoothing Allocation. 8. Decrease the Use Fee for the Smoothing Year of each Smoothing Recipient by an amount equal to the amount necessary such that each Smoothing Recipient receives the same percentage of its User Fee increase from the Actual Total Smoothing Allocation. SNOHOMISH COUNTY 911 ARTICLES OF INCORPORATION DUE TO CONSOLIDATION CONSOLIDATION DATE: JANUARY 1, 2018 -2- ARTICLES OF INCORPORATION DUE TO CONSOLIDATION OF SNOHOMISH COUNTY 911 We, the undersigned, acting as the incorporators of a consolidated corporation under the provisions of the Washington Nonprofit Miscellaneous and Mutual Corporations Act (chapter 24.06 of the Revised Code of Washington (“RCW”), referred to herein as the “Act”) and the Washington Interlocal Cooperation Act (chapter 39.34 RCW), hereby sign and verify the following Articles of Incorporation Due to Consolidation (“Articles”) for such corporation. Article I: Consolidation; Plan of Consolidation; Name and Place of Business of Consolidated Organization Pursuant to Resolution No. 2017-02 adopted on October 12, 2017 by the board of directors of the Southwest Snohomish County Public Safety Communication Agency (“SNOCOM”), a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under chapter 24.03 RCW, and Resolution No. 2017-02 adopted on October 12, 2017 by the board of directors of the Snohomish County Police Staff and Auxiliary Services Center (“SNOPAC”), a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under chapter 24.06 RCW, at least two-thirds of each board voted in favor of consolidating SNOCOM and SNOPAC and approved a plan of consolidation (“Plan of Consolidation”) as required by chapters 24.03 and 24.06 RCW, and at such meetings a quorum was present throughout. The Plan of Consolidation approved by each board is attached hereto as Exhibit A and is incorporated herein by this reference. Pursuant to chapters 24.03 and 24.06 RCW, as of Consolidation Effective Date (as defined in Article XIV of these Articles), SNOCOM and SNOPAC shall cease to independently exist and the consolidated corporation shall be formed as a municipal instrumentality of its members (“Principals”) pursuant to RCW 39.34.030 and shall be organized as a nonprofit corporation under chapter 24.06 RCW as authorized by chapter 39.34 RCW. The name of the corporation consolidated hereunder shall be “Snohomish County 911.” The principal place of business of this corporation shall be 1121 S.E. Everett Mall Way, Suite 200, Everett, WA, 98208, subject to change by the Governing Board (as defined below). Article II: Duration Snohomish County 911 shall have perpetual existence. Article III: Registered Office and Agent The name and address of the initial registered agent of Snohomish County 911 is: Deanna Gregory, Esq. c/o Pacifica Law Group LLP 1191 2nd Ave., Suite 2000, Seattle, WA 98101. Article IV: Purposes and Powers Section 1. Purposes. The purpose for which Snohomish County 911 is organized is to provide police, fire, and emergency medical services support communications to its Principals and other public and private agencies that may contract with Snohomish County 911 for such services pursuant to the terms of the Snohomish County Regional Public Safety Communications Agency Interlocal Agreement, as it may be amended from time to time (the “Interlocal Agreement”). Snohomish County 911 shall engage in all such activities as are incidental or conducive to the attainment of the objectives of Snohomish County 911, as set out in the Interlocal Agreement. Section 2. Definitions. All terms used in these Articles shall have the same meaning as in the Interlocal Agreement, unless specifically indicated to the contrary. Section 3. Powers. In general, and subject to such limitations and conditions as are or may be prescribed by law, or in these Articles, in the bylaws of Snohomish County 911 or in the Interlocal Agreement, Snohomish County 911 shall have all powers which now or hereafter are conferred under chapters 24.06 and 39.34 RCW and other applicable law upon a corporation organized for the purposes set forth above, or are necessary or incidental to the powers so conferred, or are conducive to the attainment of Snohomish County 911’s purposes. Section 4. Limitation of Power. Notwithstanding any of the provisions of these Articles, Snohomish County 911 shall not conduct or carry on activities not permitted to be conducted or carried on by an organization exempt from federal income tax under Sections 115 or the Internal Revenue Code or by an organization, contributions to which are deductible under Section 170(c)(2). No part of the net earnings of Snohomish County 911 shall inure to the benefit of any director (as defined herein), officer (as defined herein) or private individual. No substantial part of the activities of Snohomish County 911 shall be devoted to the carrying on of propaganda, or otherwise attempting to influence legislation except as may be permitted by the Internal Revenue Code, and Snohomish County 911 shall not participate in, or intervene in (including the publication or distribution of statements regarding) any political campaign on behalf of or in opposition to any candidate for public office. Snohomish County 911 shall not have or issue shares of stock, shall not make any disbursement of income to its directors or officers, and shall not make loans to its officers or directors. Article V: Amendments These Articles may be amended by a Supermajority Vote of the Governing Board present at any regular meeting or special meeting called for that purpose. Notice of any proposed -3- amendment to these Articles shall be the same notice as prescribed in the Interlocal Agreement for proposed amendments to the Interlocal Agreement. Article VI: Distribution of Assets Upon Dissolution or Liquidation No director, trustee, or officer of Snohomish County 911, nor any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of Snohomish County 911 or the winding up of its affairs. Upon dissolution of Snohomish County 911, after paying, satisfying, and discharging, or making adequate provision therefor, of all liabilities and obligations of Snohomish County 911 and after returning, transferring, or conveying assets held by Snohomish County 911 requiring return, transfer, or conveyance on condition of the dissolution, all remaining assets of Snohomish County 911 shall be distributed by the Governing Board as provided for in the Interlocal Agreement. “Dissenting members,” as that term is used in RCW 24.06.245 through .255, will be entitled to the rights and allocation of assets set forth in the Interlocal Agreement, but may be limited to “a return of less than the fair value” of their membership as that term is used in RCW 24.06.255. Article VII: Principals Principals of the Consolidated Corporation must be general purpose municipal corporations or other general purpose municipal corporations or agencies meeting the requirements of the definition of “Principal” as set forth in the Interlocal Agreement. As used in these Articles, the responsibilities of the Principals and the manner of their election, appointment, or admission to membership and termination of membership shall be as provided for in the Interlocal Agreement. Voting by members of the Governing Board shall be as provided for in the Interlocal Agreement. Article VIII: Directors of Snohomish County 911 Snohomish County 911 shall be governed by a governing board (the “Governing Board”) comprised of its members in the number and selected as provided in the Interlocal Agreement. For purposes of these Articles and chapter 24.06 RCW, the “members” of the Governing Board shall constitute the “directors” of Snohomish County 911 and the “Governing Board” shall serve as the “board of directors” of Snohomish County 911 as defined in RCW 24.06.005. -4- -5- Under the terms of the Interlocal Agreement, a temporary transition board (the “Transition Board”) shall serve as the initial Governing Board and shall be responsible for governing the Snohomish County 911 during its start-up period. The names and addresses of the members of the Transition Board (and the two designated alternates) are as follows: th th Article IX: Officers Officers of the Governing Board of Snohomish County 911 (“officers”) shall be selected as provided in the Interlocal Agreement. The names and addresses of the persons who are to serve as the initial officers are: th Article X: Director Liability Limitations Except to the extent otherwise required by applicable law (as it exists on the date of the adoption of these Articles or may be amended from time to time), a director of Snohomish County 911 may not be personally liable to Snohomish County 911 for monetary damages for conduct as a director, except for liability of the director (i) for acts or omissions which involve intentional misconduct by the director or a knowing violation of law by the director, (ii) for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled, or (iii) for any act or omission occurring before the date when this provision becomes effective. If the Act is hereafter amended to expand or increase the power of Snohomish County 911 to eliminate or limit the personal liability of directors, then without any further requirement of action by the directors of Snohomish County 911, the liability of a director shall be limited to the full extent permitted by the Washington Nonprofit Miscellaneous and Mutual Corporations Act. -6- Article XI: Indemnification Snohomish County 911 shall indemnify any director and officer of Snohomish County 911 who is involved in any capacity in a proceeding (as defined in RCW 23B.08.500, as presently in effect and as hereafter amended) by reason of the position held by such person or entity in Snohomish County 911 to the full extent allowed by law, as presently in effect and as hereafter amended. By means of the Interlocal Agreement or a resolution or of a contract specifically approved by the Governing Board, Snohomish County 911 may also indemnify an employee, or agent to such degree as the Governing Board determines to be reasonable, appropriate, and consistent with applicable law and to be in the best interests of Snohomish County 911. The Governing Board of Snohomish County 911 shall have the right to designate the counsel who shall defend any person or entity who may be entitled to indemnification, to approve any settlement, and to approve in advance any expense. The rights conferred by or pursuant to this Article shall not be exclusive of any other rights that any person may have or acquire under any applicable law (as presently in effect and as hereafter amended), these Articles, the bylaws of Snohomish County 911, a vote of the Governing Board of Snohomish County 911, or otherwise. No amendment to or repeal of these Articles shall adversely affect any right of any director, officer, employee, or agent for events occurring after the date of the adoption of this Article and prior to such amendment or repeal. Indemnification of directors and officers by Snohomish County 911 shall be consistent with the terms of the Interlocal Agreement, the Act and other applicable law. In the event of any inconsistency between this Article and the Interlocal Agreement, the terms of the Interlocal Agreement shall control to the extent consistent with applicable law. Notwithstanding any other provision of this Article, no indemnification shall be provided to any person if in the opinion of counsel, payment of such indemnification would cause Snohomish County 911 to lose its exemption from federal income taxation. Article XII: Bylaws Bylaws of Snohomish County 911 may be adopted by the Governing Board at any regular meeting or any special meeting called for that purpose, so long as they are not inconsistent with the provisions of these Articles or the Interlocal Agreement. The authority to make, alter, amend or repeal bylaws is vested in the Governing Board and may be exercised at any regular or special meeting of the Governing Board. Notwithstanding anything in the foregoing, the bylaws initially approved by the Governing Board shall include a provision for the creation of an advisory budget review group comprised of some number of finance directors from Principal agencies, or other Principals’ staff members with equivalent expertise, to conduct a review of the proposed budget of the Consolidated Corporation and provide timely comment and recommendations to the Governing Board with respect to the proposed budget. Membership of the advisory budget review group may be merged into a standing budget committee in the future at the Board’s discretion. -7- -8- Article XIII: Conflicts In the case of any conflict between any of these Articles and the bylaws of Snohomish County 911, these Articles shall control. In the case of any conflict between these Articles and the Interlocal Agreement, the Interlocal Agreement shall control. Article XIV: Date of Consolidation As permitted by RCW 23.95.210, the effective date for the consolidation for Snohomish County 911 shall be January 1, 2018 (the “Consolidation Effective Date”). Article XV: Incorporators The name and address of the incorporator representing SNOPAC is: Steve Guptill, Assistant Chief, Snohomish County Fire District # 7 and Chair, SNOPAC Board, SNOPAC, 1121 S.E. Everett Mall Way, Suite 200, Everett, WA, 98208. The name and address of the incorporator representing SNOCOM is: Jerry Smith, Mayor, City of Mountlake Terrace and Chair, SNOCOM Board, 6204 215TH St. S.W., Mountlake Terrace, WA 98043 [remainder of page intentionally left blank, signature page follows] -9- IN WITNESS WHEREOF, the undersigned have signed these Articles of Incorporation Due to Consolidation this ____ day of , 2017. _______________________________________ Steve Guptill, Incorporator _______________________________________ Jerry Smith, Incorporator Exhibit A Plan of Consolidation (attached) SECRETARY OF STATE STATE OF WASHINGTON OLYMPIA, WASHINGTON 98504 ==================================== CONSENT TO SERVE AS REGISTERED AGENT I, Deanna Gregory, attorney at Pacifica Law Group LLP, hereby consent to serve as Registered Agent, in the State of Washington, for the following: SNOHOMISH COUNTY 911 I understand that as agent, it will be my responsibility to receive service of process; to forward all mail; and to immediately notify the Office of the Secretary of State in the event of my resignation, or of any changes in the Registered Office address. Date Signature of Registered Agent Printed Name: Deanna Gregory Title: Attorney at Law Address: Pacifica Law Group LLP 2nd Ave, Suite 2000 Seattle, WA 98101 Consolidation of SNOCOM and SNOPAC into Snohomish County 911 PREPARED BY: KURT MILLS, TERRY PETERSON, KAREN REED OCTOBER 2017 Overview: Each City, Town, Fire District and Regional Fire Authority in Snohomish County, as well as Snohomish County government, is being asked to become a member of a new Interlocal Agency created by consolidating SNOCOM and SNOPAC into a single, regional emergency communications dispatch agency. The name of the new regional dispatch agency is Snohomish County 911. Snohomish County 911 will be formed by consolidating the operations of SNOCOM and SNOPAC SNOCOM and SNOPAC answer all 911 calls in the County and dispatch sheriff, local police and fire / EMS response units. SNOCOM and SNOPAC were both formed in the early 1970s. They share a common legal structure: each is an interlocal agency comprised of member governments, structured as a nonprofit corporation. Consolidation of SNOCOM and SNOPAC into Snohomish County 911 will… Resolve the long-standing problem of 911-call transfers. Each year 40,000-50,000 911-calls are transferred between SNOCOM and SNOPAC, due to overlapping service territory of the two agencies. Provide operating cost savings and economies of scale. Not cause staff lay-offs. Natural attrition means that optimal staffing levels—lower than today’s total staffing—should be reached within a year or two, with a savings of about $1M /year in salaries/benefits. See operations continue in the two current locations for part of 2018, while the SNOPAC facility is reconfigured to enable SNOCOM staff and equipment to move in. Both agencies already share a common software platform. Primary Goals of the project are met by the Agreement Service Levels: Secure the same or better services and programs, and eliminate SNOPAC/SNOCOM Transfers. Costs: Consider opportunities for cost savings. Secure labor savings over time through attrition. Resiliency/Redundancy: Preserve the current level of resiliency of having two locations where 911call taking and dispatch can occur. Governance: A structure which ensures a fair voice for diverse group of agencies ranging greatly in size, including police and fire/EMS service. The Interlocal Agreement creating Snohomish County 911 is the result of an extensive multi-year process 2015 consultant study siting potential savings and service improvements from consolidation Over 18 months of dialogue between the SNOCOM and SNOPAC Boards, and other stakeholder groups Employees engaged early on in the process Briefings provided to most cities, as well as the County, the Fire and Police Chiefs groups Numerous media articles Timing: Action is requested before the end of the Year. Snohomish County 911 will be created effective January 1, 2018. If action on ILA does not occur by years’ end, services will continue, but a latecomer penalty will be assessed. Action items: Decide whether to become a party to the Interlocal Agreement creating Snohomish County 911. If choosing not to be a party to the ILA, there are two options: Find alternate means of public safety dispatch by January 1; or Ask to become a contract agency (“Subscriber”), subject to a 6% premium on assessments Confirm the agency’s assessment for 2018 in support of Snohomish County 911. Fiscal Impact The 2018 Snohomish County 911 budget is based on the adopted 2018 budgets and assessments of SNOCOM and SNOPAC, since the operations will continue in two separate locations for most of 2018. Agency assessments for 2018 will not change from what each board has already adopted. A new assessment formula will be in place starting in 2019. That new formula is based on combining aspects of the current SNOCOM and SNOPAC assessment formulas. Key Terms of Interlocal Agreement Snohomish County 911 is an interlocal agency created as a new nonprofit corporation. This mirrors the current structure of SNOCOM and SNOPAC. The members of the nonprofit corporation are government agencies. Principal members of Snohomish County 911 are those signing the Interlocal Agreement (ILA) and directly providing police and/or Fire/EMS service ILA effective date: January 1, 2018 Earliest date to withdraw from the ILA is in 6 years: January 1, 2024 Key Terms, Cont’d. Snohomish County 911 will offer all programs currently offered today by SNOCOM and SNOPAC Some additional specialized services may be purchased by separate agreement (“Additional Services”) SNOCOM cities will continue to receive “enhanced police records services” from Snohomish County 911 through 2019; thereafter, Board will decide on whether/how to continue and charge for the service The ILA will allow the Snohomish County Emergency Radio System agency (“SERS”) to be merged with/acquired by Snohomish County 911 upon a Supermajority Vote of the Board, and agreement by SERS Key terms, Cont’d.: Governance 16 member board 10 Police Seats 5 Fire seats Plus 1 non-voting board member selected by contracting agencies Board members selected by caucuses of large, medium & small agencies Mix of elected and operational staff on Board Supermajority vote on key decisions: 70% of members present/voting + 1 fire agency representative vote Supermajority Required for Changing assessment formula Adding a new member Approving a budget that exceeds prior budget by percentage of CPI + 4% Acquiring assets valued at over $500,000 A decision to dissolve the agency, or to merge or consolidate with another agency A decision to sell all or most assets. See ILA for additional examples of items requiring a Supermajority Vote. Key terms, cont’d Budgets and supporting assessments approved by Board no later than September 15 of each year and forwarded to members for action. Snohomish County 911 member agencies will be convened in January 2018 to select the first full governing board. Prior to that time a transition Board will over see the agency Transition Board members are: Tom Mesaros, Edmonds (Pres.) Ty Trenary, Sheriff (Vice Pres.) Bob Colinas, Brier Steve Guptill, FD #7 Pam Pruitt, Mill Creek Rick Smith, Marysville Police George Hurst, Lynnwood (Alt.) Dan Templeman, Everett Police (Alt.) Staff appointees will serve as Secretary and Treasurer.