22-133 - Puget Sound Regional Fire Authority - Interlocal Agreement for Consolidation of Fire Services

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submit to the RFA Board for approval adjustments in the FBC formula to ensure this policy goal is reasonably met to the satisfaction of both the City and the RFA. 2.4. Voluntary Termination. The City or the RFA may voluntarily terminate this Agreement if the Second Annexation Vote fails. The termination date shall be as of December 31 of the year following the year in which notice of termination is given, provided the City or RFA shall give the other party a minimum of eighteen (18) months' notice prior to termination. In the event of voluntary termination by either party, the terms of asset transfer and employee layoffs to facilitate the City's reconstituting a City fire depai tnnent or securing service from another fire service provider are described in Section 2.5(e) (Asset Transfer Back to City), Section 5.7 (Disposition of Property in the Event of Termination), and Section 6.8 (Effect on Represented Personnel in the Event of Termination). 2.5. Termination For Material Breach. Either Party may terminate this Agreement in the event of a Material Breach of this Agreement by the other Party pursuant to the following process: (a) The non -breaching Party shall provide the breaching Party with written notice which sets forth the alleged Material Breach(es). (b) The breaching Party shall have ninety (90) days following receipt of the notice from the non -breaching Party (the "Cure Period") to cure such alleged Material Breach(es). (c) In the event the breaching party fails to cure such Material Breach(es) during the Cure Period, the non -breaching Party may terminate this Agreement upon the expiration of the Cure Period, subject to the Wind -Up provisions set forth in Sections 2.5(d) & (e) by providing the breaching party with written notice of termination of this Agreement. The right to terminate this Agreement set forth in this paragraph shall be in addition to the other rights and remedies available to the Parties under applicable law. (d) In the event of a Material Breach of this Agreement that has not been cured by the expiration of the Cure Period, the Parties shall, unless the Parties mutually agree otherwise in writing, continue to perform their respective obligations under this Agreement for a minimum of twelve (12) months after the expiration of the Cure Period (the "Wind -Up Period"); provided, that the Wind -Up Period shall be six (6) months if the Material Breach involves the City's failure to make the Contract Payment or the RFA's failure to provide services; provided further, that during the Wind -Up Period, the Parties shall coordinate and cooperate their efforts to transition services in good faith. If the RFA is providing all services as defined in Section 3, the City shall be responsible for all payments required herein until the conclusion of the Wind -Up Period. (e) In the event either Party gives notice of termination of this Agreement per Sections 2.4 and/or 2.5, the Mayor and RFA Fire Chief shall meet within two weeks of the non -terminating Party's receipt of the notice to establish a Transition Group with such membership from both parties as the Mayor and Fire Chief may determine. If the City determines to seek service from another fire/EMS agency, the Transition {KLS2682066.DOCX;1/13175.000001/ } 3