FUNDING AGREEMENT AMONG
KING COUNTY, THE CITY OF SEATTLE, THE CITY OF TACOMA, THE
EASTSIDE PUBLIC SAFETY COMMUNICATIONS AGENCY, PIERCE COUNTY,
THE PORT OF SEATTLE, SNOHOMISH COUNTY, THE VALLEY
COMMUNICATIONS CENTER, AND THE WASHINGTON STATE PATROL
FOR JOINT FUNDING OF TWO CONSULTANT REPORTS REGARDING THE
FUTURE OF THE EMERGENCY PUBLIC SAFETY COMMUNICATIONS SYSTEMS
'
IN SNOHOMISH, KING, AND PIERCE COUNTIES.

This Agreement is entered into between King County (KC), The City of
Seattle (Seattle), The City of Tacoma (Tacoma), The Eastside Public Safety
Communications Agency (EPSCA), Pierce County (PC), The Port of Seattle (Port),
Snohomish County (SC), The Valley Communications Center (ValleyCom), and the
Washington State Patrol (WSP) (hereinafter "Party" or "Parties").

I.    PURPOSE

The purpose of this Agreement is to permit the named local governmental
units and local entities formed by an agreement authorized by the Interiocal
Cooperation Act, RCW 39.34, to cooperate on the funding of and provide a project
governance structure for a Consultant to perform a contract that includes a study of
a variety of questions related to the technical, governance, and operational
planning for the Next Generation Emergency Public Safety Communications
Network (Next Generation Communications Network or Network) for Snohomish
County, King County, and Pierce County, Washington (collectively Region).
Agencies throughout the Region regularly engage in joint operations and provide
mutual assistance necessitating effective interagency communication. Funding the
study jointly will make the most efficient use of the agencies' powers and resources
by enabling them to cooperate with other localities on a basis of mutuai advantage
and ensure that our Next Generation Networks will enable effective, seamless
communication throughout the Region.

II.   PROJECT STEERING COMMITTEE (PSC)

1.    A Project Steering Committee consisting of one representative from
each Party signing this Agreement and committing to help fund the
Consultant is hereby established.

2.    The Project Steering" Committee shall provide guidance to the Project
Manager on all material decisions concerning the work and shall review
and take final action on the following. specific items:

a.    Selection of the Chair of the PSC
b.    Establishing a schedule for completion of the Work, including
time limits within which the PSC will review and comment on the
Consultant's draft deiiverables, with this schedule included in
the consultant contract.

c.     Approval of the Scope of Work for the Consultant;
d.    Approval of the Consultant Contract prior to signature;
e.    Approval  of  the  Consultant's  contract  deliverables  and
recommendations;
f.      Approval of the Consultant's invoices;
9.    Approve any change orders or changes to the Scope of Work;
and
h.    Recommendations by the Project Steering Committee to the
Radio Executive Policy Committee (REPC) formed by the Parties
on July 7, 2008 when the consultant's deliverables present
options for consideration.

3.    Each member of the Project Steering Committee may appoint an
alternate representative to the PSC who shall be empowered to act on
behalf of the member agency when the appointed representative is not
able to attend a PSC meeting.

4.    PSC members may change their named representative and alternate
representative at any time by providing written notice to the other
Parties of any such change, and contact information.

5.    The Project Steering Committee shall report to the REPC through the
REPC's appointed liaison.

6.    Meetings of the Project Steering Committee shall be held on an as-
needed basis. Meetings may be scheduled at the request of the Chair
of the PSC, at the request of the Project Manager, or at the request of
a majority of the PSC members.  The Project Manager shall be
responsible for the logistics of scheduling.

7.    The Project Steering Committee shall act by consensus when possible.
Where unanimous consent cannot be reached on any particular review
of decision, the Project Steering Committee shall make decisions by
voting. Each member agency shall be entitled to one (1) vote and all
decisions shall require the affirmative vote of a majority plus two of
the whole membership of the Project Steering Committee

8.    By signing this Agreement and by having the authority to approve the
consultant contract prior to signing (Section II.2.d above), all parties
agree to abide by all "terms of the consultant contract.

III.  FISCAL AGENT

1.    King County shall act as fiscal agent for the Project and shall:

a.    Enter in a consultant contract with the most advantageous
proposer subject to the Project Steering Committee's approval.

b.    Collect  funds  from  PSC  members  in  accordance  with  this
agreement.
c.     Maintain  funds  collected  from  PSC  members  in  a  separate
account or fund to be disbursed as provided in this agreement.
In the event that interest is earned on such funds, the interest
shall be used solely for the Project.
d.    Pay consultant invoices signed by the Project Manager.
e.    Maintain project financial reports.
1'.       Refund contributions to Parties upon PSC's instructions.

King County shall perform and maintain an accounting of payments
receiVed from itself and other PSC Members, billings received by the
Consultant, payments made to the Consultant, and unspent remaining
funds. King County shall provide a statement of the accounting to the
PSC Members in email or writing quarterly and, upon the written
request of a PSC Member, at any time within thirty (30) business days
of such a request.

Any PSC Member may examine King County's recordkeeping regarding
the receipt of payments by itself and the PSC Members and payments
to the Consultant at any time during normal business hours.

Upon receipt of a notice of dispute, King County shall notify all of the
PSC Members and meet jointly with all interested PSC Members within
two (2) weeks to resolve any recordkeeping dispute.

IV.  PROJECT MANAGER

1.    King County shall appoint a Project Manager to manage the Consultant
Contract on a day-to-day basis and to report to and make
recommendations to the PSC on the matters described in paragraph
II.2 above, and shall notify the Parties in writing of the contact
information for the initial Project Manager. The Project Manager shall
remain an employee of King County at all times and King County shall
retain the right and duty to supervise the Project Manager at all times.

The PSC may request that King County replace the Project Manager at
any time in the event that the PSC determines that replacement is in
the best interests of the Project.  In the event that the PSC requests
that the Project Manager be replaced, King County agrees to review
the request in good faith and to replace the Project Manager if
determined to be in the best interests of the Project.

King County may replace the Project Manager by giving written notice
to the Parties at any time and providing contact information for the
replacement Project Manager.

The duties of the Project Manager shall include:

a.    Establishing a work plan for managing the Consultant Contract;
b.    Drafting and negotiating a contract with the Consultant, based
on the scope of work approved by the PSC, and presenting the
Consultant Contract for PSC approval;
c.     Managing the Consultant Contract on a dayto-day basis and
providing direction and guidance to the Consultant based on the
guidance established by the PSC;
d.    Consulting with the PSC on a frequent basis regarding direction
to be given to the Consultant in accomplishing the Scope of
Work;
e.    Reporting to the PSC on the Consultant's progress;
f.      Reviewing   project   deliverables   from   the   Consultant   and
providing recommendations to the PSC on acceptance of the
deiiverables;
g.    Submitting  Consultant invoices to the PSC and authorizing
payment of such invoices upon acceptance of the deliverables
and approval of the invoices by the PSC;
h.    Forming project subcommittees and work groups as needed by
the Project and} as directed by the PSC; and
i.        Scheduling Project meetings.

5.    The Project Manager will provide staff support to and participate in
PSC meetings, but shall not be a voting member of the PSC.

V.   CONTRIBUTIONS BY PARTIES

1.    Each  Party  agrees to  pay the following  amounts  as that  Party's
contribution toward payment of the Consultant's services:

King County                     up to $300,000.00
City of Seattle                       up to $300,000.00
City of Tacoma                        $80,000.00
EPSCA                        $80,000.00
Washington State Patrol (IEGCP Grant)        $86, 750.00
Valley Communications Center             $20,000.00
Port of Seattle                           $20,000.00
Snohomish County                   $10,000.00
Pierce County                         $5,000.00
King County Grant Funds ($140,000.00 UASI
and 90 000.00 IEGP                   230 000.00

Total Project Funding Commitments          $1.131.750.00

The actual contributions to be made by King County and the City of
Seattle (exclusive of grant funds) shall be determined once the
Consultant Contract price is set, provided that

The contributions of King County and the City of Seattle
(exclusive of grant funds) shall be equal to each other, and

The contributions of King County and the City of Seattle
(exclusive of grant funds) Shall not be less than $155,000.00
each unless the total Consultant Contract price is reduced below
$805,000 (the total of all contributions set forth in paragraph
v.1 above, excluding grant funding, if King County's and
Seattle's contributions are reduced to $155,000 each and every
other Party's contribution remains the same), in which case the
contributions of all Parties that have contributed at least
$50,000.00 shall be reduced on a pro rata basis using the
funding commitments of the Parties set forth above and
commitments of $155,000.00 from King County and the City of
Seattle.                                          '

King County shall not collect funds in excess of the Consultant
Contract Price unless the Contract Price has been amended due to a
change order that has been approved by the PSC. All funds collected
by King County shall be used solely to pay the Consultant for work
completed under the Consultant Contract.  King County shall not
collect, receive or retain any of these funds for project management,
administrative fees, or other actions it performs under this agreement.

Each Party shall pay its contribution to King County according to the
following schedule:

a.    Valley Communications Center, the Port of Seattle, and Pierce
County shall each pay their total contribution amount set forth
in paragraph v.1 to King County within 45 days of the date this
Agreement is signed by the last Party signing it.

The City of Tacoma and EPSCA will each pay their total
contribution amount set forth in paragraph v.1 in two equal
installments according to the following schedule:

1.    Onehalf of the Party's contribution set forth in paragraph
v.1 shall be paid to the County within 45 days of the date
this Agreement is executed by the last Party signing it;

2.    The other one-half of the Party's contribution set forth in
paragraph V.1 shall be paid to the County within 45 days
after  the  PSC  accepts  the  Consultant's  required
deliverables for Phase III of the Project; and

King County and the City of Seattle will each pay $140,000.00
of their total contribution amounts set forth in paragraph v.1
above within 45 days of the date this Agreement is signed by

the last Party signing it.  Any additionai contributions required
from King County and the City of Seattle under V(2) shall be
paid within 45 days after King County invoices Seattle for its
additional contribution.

C].      King County will provide grant funds received on behalf of the
Washington State Patrol and Snohomish County for this project
as set forth in paragraph V.1 and these Parties have no further
financial obligations.

If a PSC member's contribution is made up in whole or in part of grant
funds it has received, the member agrees to provide King County with
a copy of the contract between itself and the grant funding agency in
order to assist King County and the PSC member in complying with the
requirements of any such grant. The copy shall be provided when the
PSC member deposits its funds with King County.

If, at the end of the Project, King County has collected contributions in
an amount greater than the amount it paid under the Contract, King
County shall refund the excess to the Parties that have contributed at
least $50,000 on a pro rated basis according to the amount that each
Party has actually paid to King County. Refunds shall be made by King
County no later than 45 days after the final payment under Consultant
Contract has been totally concluded.

VI.  ADDITION OF PARTIES

1.    The Parties hereby grant the Radio Executive Policy Committee (REPC)
the authority to add additional Public Agencies to this Agreement if the
Agency makes application in writing to the Radio Executive Policy
Committee (REPC) and the REPC approves the application.
An agency added to this Agreement shall become a Party oniy when its
application has been approved by the REPC and it has signed this
Agreement and committed to help fund the Consultant.

A Party added to this Agreement shall make its initial payment to the
King County fiscal agent within thirty (30) days of receiving an invoice
from King County.

VII. PROCESSING OF DELIVERABLES

1.    The Parties agree to provide comments on and to decide whether to accept,
reject, or require modifications to any draft deliverable of the Consultant in
accordance with the schedule approved by the PSC pursuant to paragraph
II.2.b above.

2.    The decision of the Parties on any draft deliverable will be made by the PSC
using the decision-making process set forth in paragraph 117 above.

VIII. OWNERSHIP OF WORK PRODUCTS.

In consideration of the Parties' financial contributions for the two consultant
reports funded with this Agreement, all work products, including draft and final
deliverables, prepared by the Consultant, shall be owned jointly and severally by
the Parties.

IX.  INDEPENDENT CONTRACTOR

The services provided by King County under this Agreement
are those of an
independent contractor. Employees of King County are and will remain employees
of King County. Employees of the other Parties are and will remain employees of
their respective Parties. Nothing in this Agreement shall be construed to render the
Parties partners or joint venturers.

X.   INDEMNIFICATION

Each Party shall defend, protect and hold harmless the other Parties from
and against all claims, suits and/or other actions arising from any negligent or
intentional act or omission of that Party's employees, agents and/or authorized
subcontractor(s) while performing this Agreement.

XI.  AMENDMENT

The Parties may amend this Agreement. Such amendments shall not be
binding unless in writing and signed by personnel authorized to bind each of the
Parties.

XII. CHOICE OF LAW AND VENUE

This Agreement shall be governed by the laws of the State of Washington,
both as to interpretation and performance.  Any action at law, suit in equity or
other judicial proceeding for the enforcement of this Agreement shall be instituted
only in a court of competent jurisdiction in King County.

XIII. INTEGRATION CLAUSE

This instrument embodies the entire agreement of the Parties with respect to
funding of the Consultant Contract. There are no promises, terms, conditions or
obligations other than those contained in this Agreement.  This Agreement
supersedes all previous communications, representations or agreements, either oral
or written, among the Parties.

XIV. TERMINATION CLAUSE

Any Party may terminate its participation in this Agreement by giving the
other Parties at least thirty (30) days advance written notice. If a Party terminates
its participation prior to execution of the Consultant Contract, the terminating Party
shall be liable only for its performance rendered in accordance with the terms of
this Agreement for performance rendered prior to the effective date of termination.
A Party that terminates its participation after the Consultant Contract has been
executed shall remain obligated to make the entire contribution required by this
Agreement and King County may invoice the terminating Party for such contribution
and retain and use its contribution to make payments under the Consultant
Contract as if the terminating Party were still a Party to this Agreement.  If the
Party terminates its participation after the Consultant Contract has been executed
that Party shall continue to be entitled to refunds as provided for in paragraph v.4
and to copies of all deliverables under the Consultant Contract.

XV.  NO ASSIGNMENT

The Parties shall not subcontract, assign, or delegate any of their rights,
duties or obligations under this Agreement without the express prior written
approval of the other Parties.

XVI. DISPUTES

In the event that a dispute arises under this Agreement, the Parties shall
endeavor to resolve the dispute in an amicable manner by direct discussions. The
Parties may elevate the dispute to the Project Steering Committee. The Parties
may engage in alternative dispute resolution by mutual agreement.  No party
waives its rights to seek legal remedy in the jurisdiction and venue stated in
paragraph XII.

XVII. NOTICES

All notices and other communications shall be given to the Project Manager
and all notices and other communications to the other Parties shall be given to the
PSC member for each Party.  Notices shall be given in writing and shall be
sufficiently given and shall be deemed given three (3) calendar days after the date
by which the same has been (a) mailed by certified mail, return receipt requested,
postage prepaid, to the mailing address shown adjacent to the signatures of the
Party to whom it is addressed or (b) sent by email, with adequate proof of receipt
retained by the sender, to the email address shown adjacent to the signatures of
the Party to whom it is addressed. Any of the Parties may, by notice to all other
Parties, designate any further or different addresses to which subsequent notices or
other communications shall be sent.

XVIII.    EFFECTIVE DATE; TERM

A.   Notwithstanding  when  this  Funding  Agreement  is  signed,  this
Agreement shall take effect following its execution by Parties whose
combined funding commitments as set forth in paragraph v.1 above
equal $760,000 (the total of all contributions greater than $50,000
and excluding grant funding)..  This Agreement shall expire five (5)
years after its effective date unless terminated sooner or extended as
provided herein.

The term of this Agreement may be extended for up to an additional
two (2) years by written amendment if the Amendment is signed by
personnel authorized to bind all of the Parties of record at that time.

XIX. COUNTERPARTS

This Agreement may be signed in several counterparts, each of which shall
be an original, but all of which together shall constitute the same instrument.



KING COUNTY
Approved as to Form Only:
By

Name

Title

Address                   Address

Date                     Date

Project Steering Committee Representative:

Name

Title

Address

E-Mail

Phone

CITY OF SEATTLE
Approved as to Form Only:
By

Name

Title

Address                   Address

Date                     Date

Project Steering Committee Representative:

Name

Title

Address

EMail

Phone

CITY OF TACOMA
Approved as to Form Only:
By

Name

Title

Address

Date

Project Steering Committee Representative:

Name

Title

Address

E-Mail

Phone


10

EASTSIDE PUBLIC SAFETY COMMUNICATIONS AGENCY EPSCA
Approved as to Form Only:
By

Name

Title

Address                   Address

Date                     Date

Project Steering Committee Representative:

Name

Title

Address

E-Mail

Phone

PIERCE COUNTY
Approved as to Form Only:
By

Name

Title

Address                  Address

Date                     Date

Project Steering Committee Representative:
,
Name

Title

Address

E-Mail

Phone

11-!

THE PORT OF SEATTLE
Approved as to Form Only:
BY

Name

Titie

Address                   Address

Date                     Date

Project Steering Committee Representative:

Name

Title

Address

E-Mail
Phdne

SNOHOMISH COUNTY
Approved as to Form Only:
By

Name

Title

Address                   Address

Date                     Date

Project Steering Committee Representative:

Name

Title

Address

E-Mail

Phone


12

THE VALLEYCOMMUNICATIONS CENTER
Approved as to Form Only:
By

Name

Title

Address                   Address

Date                     Date

Project Steering Committee Representative:

Name

Title

Address

E-Mail

Phone

WASHINGTON STATE PATROL
Approved as to Form Only:
By

Name

Title

Address                   Address

Date                     Date

Project Steering Committee Representative:

Name

Title

Address

E-Mail

Phone


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