15-017 - King County / City of Tukwila et al - Puget Sound Emergency Radio Network / Implementation Interlocal Cooperation Agreement

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convenience of reference only and in no way define, limit, or otherwise describe the scope or intent of this Agreement, or any provision hereof, or in any way affect the interpretation of this Agreement. 1.1.11 This Agreement was negotiated and prepared by the Parties and their respective attorneys. The Parties acknowledge and agree that the rule of construction that an . ambiguous contract should be construed against the drafter shall not be applied in any construction or interpretation of this Agreement. 1.1.12 The Parties agree that if any provision of this Agreement conflicts with a provision of the Emergency Radio Communications System Interlocal Cooperation Agreement such that the conflicting provisions cannot be harmonized, the provisions of this Agreement shall prevail. 1.2 Definitions Words and terms shall be given their ordinary and usual meanings except that the following terms are defined for this Agreement as follows: 1.2.1 Agreement means this Puget Sound Emergency Radio Network Implementation Period Interlocal Cooperation Agreement. 1.2.2 Alternate means a person appointed to serve in the absence of a Joint Board Representative. 1.2.3 Appointing Party(ies) means the City of Seattle, the EPSCA Cities, the ValleyCom Cities and King County. 1.2.4 Confidential Information means any information in written, graphic, verbal or machine - recognizable form that: (a) is related to the PSERN System; (b) is provided to a Party by another Party, the PSERN Contractor or another person or entity; and (c) is marked or identified as "confidential ", "proprietary," "trade secret" or similar designation. 1.2.5 Contract Change shall have the meaning set forth in Exhibit 1. 1.2.6 Cost Allocation Model means the method used for determining the user rates applicable to Dispatch Centers and User Agencies for fees they will pay to either the County or the PSERN Operator during the Operations Period. 1.2.7 County means King County, Washington. 1.2.8 Dispatch Center means a facility or an entity that uses the PSERN System to dispatch users of Subscriber Radios. 1.2.9 EPSCA means the Eastside Public Safety Communications Agency. 1.2.10 EPSCA Cities means the Cities of Bellevue, Issaquah, Kirkland, Mercer Island and Redmond, Washington.