HomeMy WebLinkAbout00-026 - Valley Cities - Valley Communications Center (Valley-Com)00-026(b)
Council Approval N/A
SECOND AMENDMENT TO VALLEY COMMUNICATIONS CENTER
INTERLOCAL AGREEMENT
RECITALS
A. The undersigned municipal corporations, Auburn, Federal Way, Kent,
Renton and Tukwila, the "Member Cities" which compose the Valley
Communications Center ("VCC") entered into an Interlocal Agreement ("VCC
Interlocal Agreement") on or about April 17, 2000, that sets forth certain
provisions, rights and obligations among the Member Cities.
B. The Kent Fire Department Regional Fire Authority ("KFDRFA") is a new
Regional Fire Protection Service Authority formed to provide fire and emergency
medical services within its jurisdictional boundaries which boundaries include the
City of Kent.
C. The VCC Interlocal Agreement permitted the City of Federal Way to
enter into a further interlocal agreement with the Federal Way Fire Department
(now merged with South King Fire and Rescue) for purposes of providing fire and
emergency medical services dispatch via the City of Federal Way's membership in
VCC.
D. The First Amendment to the VCC Interlocal Agreement permitted the
City of Auburn to enter into the same arrangements with the Valley Regional Fire
Authority.
E. The City of Kent now seeks to enter into an interlocal agreement with
the KFDRFA for the same purpose and in the same manner.
NOW, THEREFORE, in consideration of the mutual rights and obligations
established in the Amendment, the Member Cities agree hereby agree as follows:
AGREEMENT
1. The following provisions are hereby added to Section 1 of the VCC
Interlocal Agreement:
The City of Kent may enter into an interlocal agreement with
KFDRFA for the purposes of providing fire and emergency
medical services dispatch via the City of Kent's membership in
VCC. Upon execution of the interlocal agreement, the City of
Kent may, at its option and under such terms and conditions
as Kent deems proper, appoint KFDRFA to function as to the
other Member City Fire Departments, for purposes of its
representation on the Operating Board and for purposes of
calculating and remitting payment for dispatch services. VCC
and KFDRFA shall mutually indemnify one another without
passing that indemnification through the City.
Second Amendment to Interlocal Agreement 2010
Page 1 of 5
The Valley Communications Center Administration Board is
hereby vested with the authority to vote to approve permitting
further interlocal agreements between Member Cities, VCC and
a Regional Fire Authority, Fire District or other legal entity
formed for purposes of providing fire protection and emergency
medical services to said Member Cities for the purpose of
permitting said Member Cities to have representation on the
Operating Board and for calculating and remitting payment for
dispatch services at Member City rates.
2. The other terms of the VCC Interlocal Agreement shall remain the
same and shall be in full force and effect.
3. This Amendment may be executed in any number of counterparts,
each of which shall be an original, but those counterparts will constitute one and
the same instrument.
4. This Amendment shall be effective upon the last date of execution.
IN WITNESS WHEREOF, the undersigned hereby affix their hands and seals.
CITY OF KENT, WASHINGTON
CITY OF TUKWILA, WASHINGTON
By: - By:
Pri : �•cz� 79€ �o i� Paint
I o r' Its:
Date:
Date: �oj/d
CITY OF AUBURN, WASHINGTON
CITY OF RENTON, WASHINGTON
By: \ By:
Print Name: it : Print Name: )UstriS 1-144-)
Its: /i(ryo4
Date: re% rp G
Its: /f4yeti
Date: 1 0'1y iy
CITY OF FEDERAL WAY, WASHINGTON
Date:
1C> -1- 2ri4
(Notary Acknowledgments Appear on the Following Pages)
Second Amendment to Interlocal Agreement 2010
Page 2 of 5
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I hereby certify that on the day of ii:q , 2010, I
know or have satisfactory evidence that .. ; —L �G is the person
who appeared before me, and said person acknowledged that he/she signed this
instrument, on oath stated that he/she i4 authorized to execute the instrument on
behalf of the CITY OF KENT as itsiL4.- , and such execution
to be the free and voluntary act of such part/ for the uses and purposes mentioned
in the foregoing instrument.
-Notary Seal Must Appear Within This Box -
IN WESS WHEREOF, I have hereunto set my hand and official seal the
day and year first albove written.
and for the State of ashington
residing at f�i yt
My appointment expires
STATE OF WASHINGTON )
ss.
COUNTY OF KING
I hereby certify that on the
day of te
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know or have satisfactory evidence that 4411(i * 1)
who appeared before me, and said person acknoVviedged that
instrument, on oath stated that he/she is authorized to execute
behalf of the CITY OF TUWNKIl,A as its may r
execution to be the free and voluntary act of such party for the
mentioned in the foregoing instrument.
, 2010, I
is the person
he/she signed this
the instrument on
, and such
uses and purposes
-Notary Seal Must Appear Within This Box -
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
abs,ve written.
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.Poto6� /2 nne NOTARY BLI in nd for theashington
residing at /7 ( /7j V
My appointment expires lob - - /
Second Amendment to interlocal Agreement
Page 3 of 5
2010
STATE OF WASHINGTON )
. ss.
COUNTY OF KING )
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I hereby certify that on the /9- day, of i,-,1:---°-: , 2010, I
know or have satisfactory evidence that f { te.- - 7 A is the person
who appeared before me, and said person acknowledged that he/she signed this
instrument, on oath stated that he/she is authorized to execute the instrument on
behalf of the CITY OF AUBURN as its N ry-_,{.- , and such
execution to be the free and voluntary act of such party for the uses and purposes
mentioned in the foregoing instrument.
-Notary Seal Must Appear Within This Box -
IN WITNESS WHEREOF, I have hereunto set my .hand and official seal the
day .ani Y' '+3b bove written.
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NOTARY PUBLIC, in and for the State of Washington
residing at Pi dt fva< ' e
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STATE OF WASHINGTON )
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COUNTY OF KING )
I hereby certify that on the ! ` d, of CPC -P9 .) , 2010, I
know or have satisfactory evidence that fl l., j t/ is the person
who appeared before me, and said person acknowledged that
instrument, on oath stated that he/she is authorized to execute
behalf of the CITY OF RENTON as its
execution to be the free and voluntary act of such pf rtyf for the
mentioned in the foregoing instrument.
he/she signed this
the instrument on
, and such
uses and purposes
-Notary Seal Must Appear Within This Box -
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day argsrviteifiertit above written A's
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NOTARY PU LIC, ' and for the State eft Washington
residing at /� rll�
My appointment expires la - - Z ill
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Second Amendment to Interlocal Agreement
Page 4 of 5
2010
STATE OF WASHINGTON )
ss.
COUNTY OF KING
I hereby certify that on the: day of; !' [' , 2010, I
know or have satisfactory evidence that , ked -/c is the person
who appeared before me, and said persoi`i acknowledg that he/she signed this
instrument, on oath stated that he/she is authorized to execute the instrument on
behalf of the CITY OF FEDERAL WAY as its 11..tratiz j'i L -- , and such
execution to be the free and voluntary act of such party for the uses and purposes
mentioned in the foregoing instrument.
-Notary Seal Must Appear Within This Box -
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written.
off
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NOTARY PUBLI
residing at
of shington
Niy appointment expires 12 --'71—,747/
Second Amendment to interlocal Agreement 2010
Page 5 of 5
hpp tvveS D L1 CTLs t1C.
FIRST AMENDMENT TO VALLEY COMMUNICATIONS CENTER J t -i - I -fie
INTERLOCAL AGREEMENT
RECITALS
FILE COPY
A. The undersigned municipal corporations, Auburn, Federal Way, Kent,
Renton and Tukwila, the "Member Cities" which compose the Valley
Communications Center ("VCC") entered into an Interlocal Agreement ("VCC
Interlocal Agreement") on or about April 17, 2000, that sets forth certain
provisions, rights and obligations among the Member Cities.
B. The Valley Regional Fire Authority ("VRFA") is a new Regional Fire
Protection Service Authority formed to provide fire and emergency medical services
within its jurisdictional boundaries which boundaries include the City of Auburn.
C. The VCC Interlocal Agreement permitted the City of Federal Way to
enter into a further interlocal agreement with King County Fire Protection District
No. 39 for purposes of providing fire and emergency medical services dispatch via
the City of Federal Way's membership in VCC.
D. The City of Auburn now seeks to enter into an interlocal agreement
with VRFA and VCC for the same purpose and in the same manner.
E. The City of Federal Way seeks to have VCC recognize King County Fire
Protection District No. 39 as the Federal Way Fire Department's successor in
interest for all purposes under this Agreement.
NOW, THEREFORE, in consideration of the mutual rights and obligations
established in the Amendment, the Member Cities hereby agree as follows:
AGREEMENT
1. The following provisions are hereby added to the VCC Interlocal
Agreement:
Per Auburn City Council Resolution 4091 and subsequent
approval by public vote, fire protection and emergency medical
services previously provided by the City of Auburn became the
responsibility of VRFA, a Regional Fire Protection Service
Authority, which subsequently began providing fire protection
and emergency medical services to the City of Auburn effective
January 1, 2007. VCC acknowledges VFRA will function as do
the other Member City Fire Departments, for purposes of its
representation on the Operating Board and for purposes of
calculating and remitting payment for dispatch services.
First Amendment to Interlocal Agreement (February 27, 2008)
Page 1 of 5
It is acknowledged that King County Fire Protection
District No. 39 is the successor in interest to all rights and
obligations of the Federal Way Fire Department and will be
recognized as such for all purposes under this Agreement.
2. The other terms of the VCC Interlocal Agreement shall remain the
same and shall be in full force and effect.
3. This Amendment may be executed in any number of counterparts,
each of which shall be an original, but those counterparts will constitute one and
the same instrument.
4. This Amendment shall be effective upon the last date of execution.
IN WITNESS WHEREOF, the undersigned hereby affix their hands and seals.
CITY OF KENT, WASHINGTON
CITY OF TUKWILA, WASHINGTON
By: By:1
Print Name: Print Na
Its: Its:
Date: Date:
Arm
CITY OF AUBURN, WASHINGTON CITY OF RENTON, WASHINGTON
By: By:
Print Name: Print Name:
Its: Its:
Date: Date:
CITY OF FEDERAL WAY, WASHINGTON
By:
Print Name:
Its:
Date:
(Notary Acknowledgments Appear on Next Page)
P • \Civil\Files\OpenFiles\0247\FlrstAmendmentInterlocalAgreement. doc
First Amendment to Interlocal Agreement (February 27, 2008)
Page 2 of 5
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I hereby certify that on the day of , 200, I
know or have satisfactory evidence that is the person
who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument on behalf
of the CITY OF KENT as its , and such execution to be
the free and voluntary act of such party for the uses and purposes mentioned in the
foregoing instrument.
-Notary Seal Must Appear Within This Box -
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written.
NOTARY PUBLIC, in and for the State of Washington
residing at
My appointment expires
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I hereby certify that on the day of UV\ `•\ , 200 g, i
know or have satisfactory evidence that 13- w N & 3 ei-* o rA is the person
who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument on behalf
of the CITY OF TUKWILA as its YV\ , and such execution
to be the free and voluntary act of such party for the uses and purposes mentioned
in the foregoing instrument.
-Notary Seal Must Appear Within This Box -
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and,x4xtn ��t above written.
_
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NOTARY PUBLIC, in and for the State of Washington
residing at 12zv\-'k-oma ? wash •
My appointment expires 3 - a 1- I 0
First Amendment to Interlocal Agreement
Page 3 of 5
(February 27, 2008)
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I hereby certify that on the day of , 200, I
know or have satisfactory evidence that is the person
who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument on behalf
of the CITY OF AUBURN as its , and such execution to
be the free and voluntary act of such party for the uses and purposes mentioned in
the foregoing instrument.
-Notary Seal Must Appear Within This Box -
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written.
NOTARY PUBLIC, in and for the State of Washington
residing at
My appointment expires
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I hereby certify that on the day of , 200_, I
know or have satisfactory evidence that is the person
who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument on behalf
of the CITY OF RENTON as its , and such execution to
be the free and voluntary act of such party for the uses and purposes mentioned in
the foregoing instrument.
-Notary Seal Must Appear Within This Box -
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written.
NOTARY PUBLIC, in and for the State of Washington
residing at
My appointment expires
First Amendment to Interlocal Agreement
Page 4 of 5
(February 27, 2008)
STATE OF WASHINGTON )
ss
COUNTY OF KING )
I hereby certify that on the day of , 200_, I
know or have satisfactory evidence that is the person
who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument on behalf
of the CITY OF FEDERAL WAY as its , and such
execution to be the free and voluntary act of such party for the uses and purposes
mentioned in the foregoing instrument.
-Notary Seal Must Appear Within This Box -
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written.
NOTARY PUBLIC, in and for the State of Washington
residing at
My appointment expires
First Amendment to Interlocal Agreement (February 27, 2008)
Page 5 of 5
ORDINANCE NO. .3 5 /iJ
AN ORDINANCE of the City Council of the City of
Kent, Washington, relating to Valley Communications Center
and creating the Valley Communications Center Development
Authority; approving a charter and initial bylaws therefor;
establishing a Board of Directors to govern the affairs of the
Authority; and approving procedures for the conduct of its
affairs.
THE CITY COUNCIL OF THE CITY OF KENT DOES ORDAIN as follows:
SECTION 1.- Definitions. Capitalized terms used in this ordinance have
the following meetings.
Authority means the Valley Communications Center Development Authority,
created pursuant to this ordinance.
Board of directors or Board means the governing body vested with the
management of the affairs of the Authority.
Bonds means the long term obligations of the Authonty, to be issued to provide
financing for the Project.
Bylaws means the rules adopted for the regulation or management of the affairs of
the Authority adopted by this ordinance as the same may be amended by the Board.
1 ValleyCom PDA Enacting Ordinance
Charter means the articles of organization of the Authority adopted by this
ordinance and all subsequent amendments thereto.
Cities means the Cities of Auburn, Federal Way, Kent, Renton and Tukwila.
City Clerk means the clerk of the City of Kent or a person authorized to act on his
or her behalf; and in the event of reorganization of the office of clerk, the successor
official performing such duties or a person authorized to act on his or her behalf.
Councils of the Cities means the governing body of each of the Cities.
Director means a member of the Board.
Interlocal Agreement means the Valley Communications Center Agreement,
among the Cities, to be dated as provided therein, and heretofore approved by motion of
the Kent City Council, as such Interlocal Agreement may be hereafter amended in
accordance with its terms.
Kent means the City of Kent.
Project means the acquisition, construction and equipping of a new facility for the
operations of the Valley Communications Center.
Valley Communications Center means the consolidated emergency services
communications center known as the Valley Communications Center pursuant to the
Interlocal Agreement.
SECTION 2. - Interlocal Agreement. Pursuant to motion, this City Council
has approved the Valley Communications Center Agreement (the "Interlocal Agreement"),
to be executed between and among the Cities providing for consolidated emergency
communications services through an enterprise known as the Valley Communications
Center. The Interlocal Agreement contemplates that the Cities, collectively, under the
2 ValleyCom PDA Enacting Ordinance
Interlocal Agreement will acquire land and acquire, construct and equip a new facility for
the operations of the Valley Communications Center (the "Project").
SECTION 3. - Authority Created --City Liability Limited.
A. Authority Created. As authorized under RCW 35.21.730 through RCW
35.21.755, a public authority (the "Authority") is hereby created, with powers and
limitations as set forth in its Charter and this ordinance, to provide an independent legal
entity under State law to finance the acquisition, construction and equipping of the Project
through the issuance and servicing of long term debt in the aggregate principal amount of
not to exceed $12,758,000 (the "Bonds"), and to perform any other function specified in
its Charter.
B. Kent Liability Limited. The Authority is an independent legal entity exclusively
responsible for its own debts, obligations and liabilities. All liabilities incurred by the
Authority shall be satisfied exclusively from the assets and credit of the Authority; no
creditor or other person shall have any recourse to the assets, credit, or services of Kent
on account of any debts, obligations, liabilities, acts, or omissions of the Authority.
C. Contributions of the Cities. Pursuant to the Interlocal Agreement, the Cities shall
pay an allocable portion of the budgeted expenses of Valley Communications Center not
paid from other sources, which allocable portion shall be based on the percentage of
dispatched calls attributed to each jurisdiction compared to total dispatched calls.. In
addition to the foregoing commitment, the Cities also will contribute in equal shares to pay
debt service on the Bonds as the same shall become due and payable and to pay
administrative expenses with respect to the Bonds. No City shall be obligated to pay the
share of any other City; the obligations of Kent with respect to the Bonds shall be limited
to its (twenty percent) equal allocable share of such obligations; and all such payments
shall be made without regard to the payment or lack thereof by any other jurisdiction. All
payments with respect to the Bonds shall be made to Valley Communications Center in
its capacity as administrator and servicer of the Bonds to be issued by the Authority. Kent
3 ValleyCom PDA Enacting Ordinance
hereby obligates and commits itself to budget for and pay its allocable share of the
financial obligations represented by the Bonds.
SECTION 4. - Name. The name of the Authority shall be the Valley
Communications Center Development Authority.
SECTION 5. - Powers --Generally. Except as limited by the state
constitution, state statute, this ordinance or the Charter of the Authority, the Authority
shall have and may exercise all lawful powers necessary or convenient to effect the
purposes for which the Authority is organized and to perform authonzed corporate
functions, as provided in its Charter.
SECTION 6. - Charter and Amendments. The Charter of the Authority
(the "Charter"), attached hereto as Exhibit A and incorporated by this reference herein, is
hereby approved. The Charter shall be issued in duplicate originals, each bearing the seal
of Kent attested by the City Clerk. One original shall be filed with the City Clerk; a
duplicate original shall be provided to the Authority. Amendments to the Charter may be
initiated by the Board or by the Kent City Council. All amendments to the Charter
initiated by the Kent City Council shall be presented to the Board for consideration and
approval and shall not become effective unless approved by a majority vote of the Board.
All amendments to the Charter, regardless of how initiated, shall become effective only
following approval by ordinance approved by the Kent City Council and the Councils of
at least three other Cities.
SECTION 7. - Authority; Commencement Of Existence. The Authority
shall commence its existence effective upon fulfillment of each of the following:
1. Each of the Councils of the Cities has approved the creation of the
Authority by Kent;
4 ValleyCom PDA Enacting Ordinance
2. This ordinance shall become effective; and
3. The Charter shall have been executed, and the Charter and Bylaws shall be
on file with the City Clerk.
Except as against the state or Kent in a proceeding to cancel or revoke the Charter,
delivery of a duplicate original Charter shall conclusively establish that the Authority has
been established in compliance with the procedures of this ordinance.
SECTION 8. Board Of Directors. The Administration Board of Valley
Communications Center, established pursuant to Section 4 of the Interlocal Agreement,
shall act ex officio as the Board of the Authority. All corporate powers of the Authority
shall be exercised by or under the authority of the Board of Directors; and the business,
property and affairs of the Authority shall be managed under the supervision of the Board
of Directors, except as may be otherwise provided by law or in the Charter.
SECTION 9. - Organizational Meeting. At the next meeting of the
Administration Board of Valley Communications Center to occur following the formation
of the Authority, the Board shall hold its organizational meeting. At such meeting, the
Board shall organize itself and may appoint officers.
SECTION 10. - Bylaws. The initial bylaws (the "Bylaws") of the
Authority, attached hereto as Exhibit B and incorporated by reference in this ordinance,
are hereby approved. The power to alter, amend, or repeal the Bylaws or adopt new ones
shall be vested in the Board except as otherwise provided in the Charter. The Bylaws shall
be consistent with the Charter. In the event of a -conflict between the Bylaws and this
ordinance or the Charter, this ordinance or the Charter, as the case may be, shall control.
SECTION 11. - Dissolution.
A. If four of the Councils of the Cities, each by ordinance, make an affirmative
finding that dissolution is warranted for any reason, the existence of the Authority shall
5 ValleyCom PDA Enacting Ordinance
be terminated by ordinance of the Kent City Council. Dissolution shall be accomplished
as provided in the Charter, and shall not take effect until proper provision has been made
for disposition of all Authority assets, if any.
B. Upon satisfactory completion of dissolution proceedings, the City Clerk shall
indicate such dissolution by inscription of `charter canceled' on the original Charter of the
Authority, on file with the City Clerk and, when available, on the duplicate original of the
Authority, and the existence of the Authority shall cease. The City Clerk shall give notice
thereof pursuant to state law and to other persons requested by the Authority in its
dissolution statement.
SECTION 12. - Ancillary Authority. The administrative staff of Kent are
granted all such power and authority as reasonably necessary or convenient to enable each
of them to administer this ordinance efficiently and to perform the duties imposed in this
ordinance or the Charter.
SECTION 13. - Construction. This ordinance shall be liberally construed
so as to effectuate its purposes and the purposes of RCW 35.21.730-.755.
SECTION 14. — Effective Date. This ordinance shall take effect and be in
force thirty (30) days after passage.
PASSED by the City Council of the City of Kent, Washington this /
day of May, 2000, and signed in authentication of its passage this // da of May, 2000.
Id;;A,
i'
ITE, MAYOR
6 VulleyCom PDA Enacting Ordinance
ATTEST:
BRENDA JACO I ER, CITY CLERK
APPROVED AS TO FORM:
ROG ' LUBOVICH, CITY ATTORNEY
PASSED: /' day of )11- , 2000
APPROVED: /6 day of )1/Z , 2000.
PUBLISHED: /? day of 7 , 2000.
I hereby certify that this is a true copy of Ordinance No. 3Si 0
by the City Council of the City of Kent, Washington, and approved by the Mayor of the
City of Kent as hereon indicated.
P \Civil\Ordinance\ValleyComEnactOrd doc
BRENDA JAC
Gr✓L�- tJ �L (SEAL
B R, CITY CLERK
7 ValleyCom PDA Enacting Ordinance
EXHIBIT A
CHARTER
OF THE
Valley Communications Center Development Authority
As originally adopted pursuant to
City of Kent Ordinance 3516
Issued and Certified by
the City Clerk on
G ,,,c a3, o2 Doo
Kent, Washington
TABLE OF CONTENTS
Page
ARTICLE I
NAME AND SEAL
Section 1.01 Name 1
Section 1.02 Seal 1
ARTICLE II
AUTHORITY AND LIMIT ON LIABILITY
Section 2.01 Authority 1
Section 2.02 Limit on Liability 1
Section 2.02 Liability of the Authority and the Cities 1
ARTICLE III
DURATION
ARTICLE IV
PURPOSE
ARTICLE V
POWERS
Section 5.01 Powers 3
Section 5.02 Indemnification 3
ARTICLE VI
BOARD
Section 6.01 Board Composition and Term of Office 3
Section 6.02 Board Concurrence and Quorum Defined 4
Section 6.03 Officers and Division of Duties 4
Section 6.04 Executive Committee 4
Section 6.05 Committees 4
ARTICLE VII
MEETINGS
Section 7.01 Board Meetings 4
Section 7.02 Open Public Meetings 4
Section 7.03 Parliamentary Authority 4
-i-
P\CMW\CMW4CJ 05/09/00
Section 7.04 Minutes 5
ARTICLE VIII
BYLAWS
ARTICLE IX
AMENDMENT TO CHARTER AND BYLAWS
Section 9.01 Proposals to Amend Charter and Bylaws 5
Section 9.02 Board Consideration of Proposed Amendments 5
Section 9.03 Vote Required for Amendments to Charter or Bylaws 5
Section 9.04 City Council Approval of Proposed Charter Amendments 6
ARTICLE X
COMMENCEMENT
ARTICLE XI
DISSOLUTION
ARTICLE XII
APPROVAL OF CHARTER
P\CMW\CMW4CJ 05/09/00
CHARTER OF THE
VALLEY COMMUNICATIONS CENTER DEVELOPMENT AUTHORITY
ARTICLE I
NAME AND SEAL
Section 1.01 Name. The name of this authority shall be the Valley Communications
Center Development Authority (hereinafter referred to as the "Authority").
Section 1.02 Seal. The Authority's seal shall be a circle with the name "Valley
Communications Center Development Authority" inscribed therein.
ARTICLE II
AUTHORITY AND LIMIT ON LIABILITY
Section 2.01 Authority. The Authority is a public authority organized pursuant to RCW
35.21.730-.757, as amended (the "Act") and the following identified ordinances (collectively, the
"Ordinance"):
1. Ordinance No5358 of the City of Auburn, passed on April 3, 2000;
2. Ordinance No.6o-36i of the City of Federal Way, passed on March 21, 2000;
3. Resolution No. 1564 of the City of Kent, passed on March 21, 2000, and
Ordinance No. 3510 of the City of Kent, passed on May 2, 2000;
4. Ordinance No. gut. of the City of Renton, passed on March 28, 2000; and
5. Ordinance No.1961 of the City of Tukwila, passed on April 3, 2000.
Section 2.02 Limit on Liability. All liabilities incurred by the Authority shall be
satisfied (a) in the case of obligations or liabilities of the Authority which are not limited
recourse in nature, exclusively from the assets, credit, and properties of the Authority, or (b) in
the case of obligations or liabilities of the Authority which, by their tern's, are limited recourse
obligations, from such assets, properties or revenues of the Authonty as shall be specifically
pledged thereto or otherwise identified as being the source of payment of such limited recourse
obligations or liabilities, and no creditor or other person shall have any right of action against or
recourse to the Cities of Auburn, Federal Way, Kent, Renton and Tukwila Washington
(collectively, the "Cities"), its assets, credit, or services, on account of any debts, obligations,
liabilities or acts or omissions of the Authority.
Section 2.03 Liability of the Authority and the Cities. The following disclaimer shall be
printed or stamped on all contracts, bonds, and other documents that may entail any debt or
liability by the Authority.
The Valley Communications Center Development Authority is a public authority
organized pursuant to Ordinance No. 53 3 of the City of Auburn, Ordinance No.
OO 36iof the City of Federal Way, Resolution No. 1564 of the City of Kent, and
Ordinance No. 3 50 of the City of Kent, Ordinance No. /' 36 of the City of
Renton and Ordinance No./go-of the City of Tukwila and the laws of the State of
Washington, RCW 35.21.730 through RCW 35.21.757 and RCW ch. 39.34.
RCW 35.21.750 provides as follows: "[A]11 liabilities incurred by such public
corporation, commission, or authority shall be satisfied exclusively from the
assets and properties of such public corporation, commission or authority and no
creditor or other person shall have any right of action against the city, town, or
county creating such corporation, commission, or authority on account of any
debts, obligations, or liabilities of such public corporation, commission, or
authority."
In no event shall the obligations of the Authority be payable by recourse against
any properties, assets or revenues of the Cities of Auburn, Federal Way, Kent,
Renton or Tukwila, Washington, the State of Washington or any other political
subdivision of the State of Washington. No person to whom such obligations are
owed shall have any recourse or right of action against the Cities of Auburn,
Federal Way, Kent, Renton or Tukwila, Washington, the State of Washington or
any other political subdivision thereof on account of such obligations, except to
enforce the payments obligated to be made by ordinance by each of the Cities of
Auburn, Federal Way, Kent, Renton or Tukwila.
Any of the Cities may, by ordinance or contract or pursuant to interlocal agreement, agree to pay
(on a contingent basis or otherwise), all or any portion of the obligations of the Authority;
however, (1) no City shall be obligated beyond the proportion or sum specified by ordinance or
contract, and (2) no City shall be obligated, directly or indirectly for the obligations of any other
City.
ARTICLE III
DURATION
The duration of the Authority shall be perpetual except as provided in the Ordinance.
ARTICLE IV
PURPOSE
The purpose of the Authority initially is to provide an independent legal entity under State
law and the Ordinance to finance the acquisition, construction and equipping of the Valley
Communications Center through the issuance and servicing of long term debt in the aggregate
principal amount of not to exceed $12,758,000 (the "Bonds") and, thereafter, to finance the
undertaking of technology and major capital improvements essential to maintain the Center's
functionality, but such additional improvements may be made only with a supermajority vote of
the Board.. A "supermajority vote of the Board," as used in this Article, may be obtained at any
regular or special Board meeting by an affirmative vote of a majority plus one of the Board
members voting on the issue, provided that such majority equals not less than four (4) votes.
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For the purpose of securing the exemption from federal income taxation for interest on
obligations of the Authority, the Authority constitutes an authority and instrumentality of the
Cities of Auburn, Federal Way, Kent, Renton and Tukwila (within the meaning of those terms in
regulations of the United States Treasury and rulings of the Internal Revenue Service prescribed
pursuant to Section 103 and Section 115 of the Internal Revenue Code of 1986, as amended).
For purposes of Section 265(b)(3)(C)(iii) of the Internal Revenue Code of 1986, as amended, the
amount of each issue of obligations of the Authority shall be allocated in equal shares among
each of the Cities.
ARTICLE V
POWERS
Section 5.01 Powers. The Authority shall have and may exercise all lawful powers
conferred by state laws, the Ordinance, this Charter and its Bylaws. The Authority in all of its
activities and transactions shall be subject to the powers, procedures, and limitations contained in
the Ordinance.
Section 5.02 Indemnification. To the extent permitted by law, the Authority may
protect, defend, hold harmless and indemnify any person who becomes a director, officer,
employee or agent of the Authority, and who is a party or threatened to be made a party to a
proceeding by reason related to that person's conduct as a director, officer, employee or agent of
the Authority, against judgments, fines, penalties, settlements and reasonable expenses (including
attorneys' fees) incurred by him or her in connection with such proceeding, if such person acted
in good faith and reasonably believed his or her conduct to be in the Authonty's best interests
and if, in the case of any criminal proceedings, he or she had no reasonable cause to believe his
or her conduct was unlawful. The indemnification and protection provided herein shall not be
deemed exclusive of any other rights to which a person may be entitled as a matter of law or by
contract or by vote of the Board of Directors. The Authority may purchase and maintain
appropriate insurance for any person to the extent provided by the applicable law.
ARTICLE VI
BOARD
Section 6.01 Board Composition and Term of Office. Management of all Authority
affairs shall reside in the Board. The Administration Board of Valley Communications Center,
established pursuant to Section 4 of the Valley Communications Center Interlocal Agreement,
including all amendments, shall act ex officio as the Board of the Authority. Board members
shall have terms coextensive with their terms as members of the Administrative Board of Valley
Communications Center.
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Section 6.02 Board Concurrence and Quorum Defined. "Board concurrence," as used
in this Article, may be obtained at any regular or special Board meeting by an affirmative vote of
a majority of the Board members voting on the issue, provided that such majority equals not less
than three (3) votes. Any Board action authorizing the issuance of debt shall be required to be
approved by a supermajority vote of the Board.
A quorum to commence a Board meeting shall be no fewer than three (3) members. The
bylaws of the Authority may prescribe Board quorum restrictions that equal or exceed the
quorum restrictions imposed in this Section 6.02. Board members present at a duly convened
meeting may continue to transact business notwithstanding the departure of enough members to
leave less than a quorum.
Section 6.03 Officers and Division of Duties. The Authority shall have at least one
officer, President. The President shall be the agent of the Authority for service of process; the
Bylaws may designate additional corporate officials as agents to receive or initiate process. The
Board also may provide for additional officers, e.g., Vice President, Secretary, Treasurer. The
day to day affairs of the Authority, including debt administration, shall be managed by the
Director of Valley Communications Center, in the manner provided in Section 6 of the Interlocal
Agreement.
Section 6.04 Executive Committee. The Bylaws may provide for an Executive
Committee, which shall be appointed and/or removed by the Board, and shall have and exercise
such authority of the Board in the management between meetings of the Board, as may be
specified in the Bylaws.
Section 6.05 Committees. The appointment of other committees shall be provided for
in the Bylaws.
ARTICLE VII
MEETINGS
Section 7.01 Board Meetings.
1. The Board shall meet as necessary but not fewer than two (2) times a year.
2. Special meetings of the Board may be called as provided in the Bylaws.
Section 7.02 Open Public Meetings. To the extent required by law, notice of meetings
shall be given in a manner consistent with the Open Public Meetings Act, Chapter 42.30 RCW.
Voting by telephone or by proxy is not permitted.
Section 7.03 Parliamentary Authority. The rules of Robert's Rules of Order (revised)
shall govern the Authority in all cases to which they are applicable, where they are not
inconsistent with the Charter or with the special rules of order of the Authority set forth in the
Bylaws.
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Section 7.04 Minutes. Copies of the minutes of all regular or special meetings of the
Board shall be available to any person or organization that requests them as required by state law;
minutes with respect to closed executive sessions need not be kept or alternatively, need not be
made available.
ARTICLE VIII
BYLAWS
The initial Bylaws may be amended by the Board to provide additional or different rules
governing the Authority and its activities as are not inconsistent with this Charter. The Board
may provide in the Bylaws for all matters related to the governance of the Authority, including
but not limited to matters referred to elsewhere in the Charter for inclusion therein.
ARTICLE IX
AMENDMENT TO CHARTER AND BYLAWS
Section 9.01. Proposals to Amend Charter and Bylaws. Proposals to amend the
Charter may be initiated by the Kent City Council or by the Board. Proposals to amend the
Bylaws may be initiated by the Board. Proposals to amend the Charter initiated by the Kent City
Council shall be presented to the Board, in accordance with the terms of the Ordinance.
Proposals to amend the Charter or the Bylaws may be initiated by the Board in the manner
described in the following Sections 9.02 and 9.03.
Section 9.02 Proposals Initiated by the Board.
1. Proposals to amend the Charter or Bylaws shall be presented in a format which
strikes over material to be deleted and underlines new material.
2. Any Board member may introduce a proposed amendment to the Charter or to the
Bylaws (which may consist of new Bylaws) at any regular meeting or at any special meeting of
which advance notice has been given to members of the Board.
Section 9.02 Board Consideration of Proposed Amendments. If notice of a proposed
amendment to the Charter or to the Bylaws, and information, including the text of the proposed
amendment and a statement of its purpose and effect, is provided to members of the Board prior
to any regular Board meeting or any special meeting of which advance notice has been given,
then the Board may vote on the proposed amendment at the same meeting as the one at which the
amendment is introduced. Germane amendments to the proposed amendment within the scope of
the original amendment will be permitted at the meeting at which the vote is taken.
Section 9.03 Vote Required for Amendments to Charter or Bylaws. Resolutions of the
Board approving proposed amendments to the Charter or Bylaws require an affirmative vote of a
majority of the Board members voting on the issue, provided that such majority equals not less
than three votes.
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Section 9.04 City Council Approval of Proposed Charter Amendments. Proposed
Charter amendments initiated and approved by the Board shall be submitted to the each of the
Councils of the Cities; provided, however, that no amendment to the Charter shall be effective
until approved by the Kent City Council and three of the other Member Cities.
ARTICLE X
COMMENCEMENT
The Authority shall commence its existence effective upon the issuance of its Charter as
sealed and attested by the City Clerk of the City of Kent as provided in the Ordinance.
ARTICLE XI
DISSOLUTION
Dissolution of the Authority shall be in the form and manner required by state law, City
ordinance, and the Bylaws. Upon dissolution of the Authority and the winding up of its affairs,
title to all remaining property or assets of the Authority shall vest in Valley Communications
Center or if there is no Valley Communications Center in existence at the time, then in equal
shares in the Cities of Auburn, Federal Way, Kent, Renton and Tukwila for use for public
purposes.
ARTICLE XII
APPROVAL OF CHARTER
ORIGINAL CHARTER APPROVED by Ordinance 535 e adopted by the City Council of the
City of Auburn on April 3, 2000; Ordinanceoo-369 adopted by the City Council of the City of
Federal Way on March 21, 2000; Resolution 1564 adopted by the City Council of the City of
Kent on March 21, 2000, and Ordinance 35/0 adopted by the City Council of the City
of Kent on May 2, 2000; Ordinance 'f836 adopted by the City Council of the City of Renton on
March 28, 2000; and Ordinance / 9'a adopted by the City Council of the City of Tukwila on
April 3, 2000.
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CERTIFICATE
I, the undersigned, City Clerk of the City of Kent, Washington, DO HEREBY CERTIFY
that the attached CHARTER OF VALLEY COMMUNICATIONS CENTER DEVELOPMENT
AUTHORITY is a true and correct original of such charter as authorized by Ordinance No.35/0
of the City of Kent.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
the City of Kent this 2,3 day of a 1 , 2000.
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City Clerk of the Ci ent, Washington
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EXHIBIT B
BYLAWS OF THE
VALLEY COMMUNICATIONS CENTER DEVELOPMENT AUTHORITY
ARTICLE I
BOARD
Section 1.01. Composition of the Board. For the purpose of determining Board
composition and administration, the procedures set forth in the Charter and the Interlocal
Agreement shall govern.
ARTICLE II
OFFICERS AND COMMITTEES
Section 2.01. Officer Designated. The Presiding Officer of the Administration Board
selected in the manner provided in Section 4.2 of the Valley Communications Center Interlocal
Agreement, including all amendments, shall be the President of the Board. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by the Board. No
person may simultaneously hold more than one office. In addition to the powers and duties
specified below, the officers shall have such powers and perform such duties as the Board may
prescribe.
Section 2.02. Qualification and Term of Office. The additional officers shall be members
of the Board or any other person designated by the Board who is at the time an official or
employee of at least one of the Cities or Valley Communications Center. The additional officers
shall be elected or appointed by the Board and shall hold office for terms established as a part of
the original appointment or for terms established in accordance with the Interlocal Agreement.
Section 2.03. Establishment of Committees. The Board, by resolution, may designate
from among its members one or more committees, to represent the Board and, except as
prohibited by the Charter, act for and on behalf of the Board. The designation of any such
committee and the delegation thereto of authority shall not operate to relieve any member of the
Board of any responsibility imposed by law.
ARTICLE III
MEETING
Section 3.01. Regular Board Meetings. There shall be a minimum of two (2) meetings
each year of the Board. Unless otherwise designated by the President, the first regular meeting
shall be held on the second Tuesday in February, and the second regular meeting shall be on the
second Tuesday in September.
Section 3.02. Special Board Meetings. Subject to Article VII of the Charter, special
meetings of the Board may be held at any place at any time whenever called by the President or a
majority of the members of the Board.
Section 3.03. Notice of Regular Board Meetings. No notice of the regular meeting shall
be required, except of the first regular meeting after any change in the time or place of such
meeting adopted by resolution of the Board as above provided. Notice of such changed regular
meeting shall be given by personal communication over the telephone to each Board member at
least twenty-four (24) hours prior to the time of the meeting or by at least three (3) days notice by
mail, telegram or written communication. If mailed, notice shall be mailed by United States
mail, postage prepaid, to the last known address of each Board member. In addition, the
Authority shall routinely provide reasonable notice of meetings to any individual specifically
requesting it in writing. At any regular meeting of the Board, any business may be transacted and
the Board may exercise all of its powers.
Section 3.04. Notice of Special Board Meetings. Notice of all special meetings of the
Board shall be given by the Director of Valley Communications Center or by the person or
persons calling the special meeting by delivering personally or by mail written notice at least
twenty-four (24) hours prior to the time of the meeting to each Board member, to the Mayors of
the Cities of Auburn, Federal Way, Kent, Renton and Tukwila and to each local newspaper of
general circulation and to each radio or television station that has requested notice as provided in
RCW 42.30.080. In addition, the authority shall provide notice of special meetings to any
individual specifically requesting it in writing.
The time and place of the special meeting and the business to be transacted must be
specified in the notice. Final disposition shall not be taken on any other matter at such meetings.
Section 3.05. Waiver of Notice. Notice as provided in Sections 3.03 and 3.04 hereof
may be dispensed with as to any member of the Board who at or prior to the time the meeting
convenes files with the Board of the Authority a written waiver of notice or who is actually
present at the meeting at the time it convenes. Such notice may also be dispensed with as to
special meetings called to deal with an emergency involving injury or damage to persons or
property or the likelihood of such injury or, damage, where time requirements of such notice
would make notice impractical and increase the likelihood of such injury or damage. Notice, as
provided in Article IX of the Charter concerning proposed amendments to the Charter or Bylaws
and votes on such amendments, may not be waived.
Section 3.06. Notice to City Council. Notice of all meetings and minutes of all meetings
of the Board shall be given to the City Council of the Cities of Auburn, Federal Way, Kent,
Renton and Tukwila by giving notice to the City Clerk of each of the foregoing Cities.
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ARTICLE IV
AMENDMENTS TO CHARTER AND BYLAWS
Section 4.01. Proposals to Amend Charter and Bylaws.
1. Proposals to amend the Charter or Bylaws shall be presented in a format which
strikes over material to be deleted and underlines new material.
2. Any Board member may introduce a proposed amendment to the Charter or to the
Bylaws (which may consist of new Bylaws) at any regular meeting or at any special meeting.
Section 4.02. Board Consideration of Proposed Amendments. If notice of a proposed
amendment to the Charter or to the Bylaws, and information including the text of the proposed
amendment and a statement of its purpose and effect, is provided to members of the Board prior
to any regular Board meeting or any special meeting of which advance notice has been given,
then the Board may vote on the proposed amendment at the same meeting as the one at which the
amendment is introduced. Germane amendments to the proposed amending within the scope of
the original amendment will be permitted at the meeting at which the vote is taken as provided in
the Charter.
Section 4.03. Vote Required for Amendments to Charter or Bylaws. Resolutions of the
Board approving proposed amendments to the Charter or Bylaws require an affirmative vote of a
majority of the Board members voting on the issue, provided that such majority equals not less
than three votes.
Section 4.04. City Council(s) Approval of Proposed Charter Amendments. Proposed
Charter amendments shall be submitted for consideration to each of the City Councils of the
Cities of Auburn, Federal Way, Kent, Renton and Tukwila and shall take effect only if approved
by ordinance approved by the Kent City Council and the City Councils of at least three other
Cities.
Section 4.05. Effective Date. Amendments to the Bylaws are effective upon adoption by
the Board.
ARTICLE V
ADMINISTRATIVE PROVISIONS
Section 5.01. Books and Records. Valley Communications Center, on behalf of the
Authority, shall keep current and complete books and records of account and shall keep minutes
of the proceedings of its Board and its committees having any of the authority of the Board. The
proceeds of any borrowing by the Authority shall be held, invested and disbursed by Valley
Communications Center, subject to the terms and limitations established pursuant to the
Interlocal Agreement. Valley Communications Center shall provide a regular accounting of the
financial affairs of the Authority to the Board at each regular Board meeting. The obligations of
the Authority shall be administered by Valley Communications Center, and Valley
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Communications Center is hereby designated and delegated with full authority to administer such
obligations, all in a manner consistent with the Interlocal Agreement.
Section 5.02. Indemnification of Board Members. The Authority elects to defend and
indemnify its present and former board members and officers and their successors, spouses and
marital communities to the full extent authorized by law and the Charter. In addition, the right of
indemnification shall inure to each Board member or officer and his or her spouses and marital
communities upon his or her appointment to the Board and the event of his or her death shall
extend to his or her heirs, legal representatives and estate. Each person who shall act as Board
member or officer of the Authority shall be deemed to do so in reliance upon such
indemnification and such rights shall not be exclusive of any other right which he or she may
have.
Section 5.03. Principal Office. The principal office of the Valley Communications
Center Development Authority shall be 23807 98th Avenue South, Kent, Washington 98031.
Section 5.04. Fiscal Year. The Fiscal Year of the Authority shall begin January 1 and
end December 31 of each year, except the first fiscal year, which shall run from the date the
Charter is issued to December 31, 2000.
ARTICLE VI
APPROVAL OF BYLAWS
APPROVED by Ordinance 535 adopted by the City Council of the City of Auburn on
April 3, 2000; Ordinancedo-369 adopted by the City Council of the City of Federal Way on
March 21, 2000; Resolution 1564 adopted by the City Council of the City of Kent on March 21,
2000, and Ordinance 35/0 adopted by the City Council of the City of Kent on May 2, 2000;
Ordinance Lf eS23b adopted by the City Council of the City of Renton on March 28, 2000; and
Ordinance /q/ 0. adopted by the City Council of the City of Tukwila on April 3, 2000.
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VALLEY COMMUNICATIONS CENTER INTERLOCAL AGREEMENT
THIS AGREEMENT is entered into among the undersigned municipalities, the cities
of Auburn, Federal Way, Kent, Renton, and Tukwila, all of which are municipal corporations
under the laws and statutes of the State of Washington (the "Member Cities").
RECITALS
WHEREAS, the undersigned municipal corporations have established and maintain
a consolidated emergency services communication center, known as the "VALLEY
COMMUNICATIONS CENTER" ("ValleyCom"); and
WHEREAS, this agreement is formed to be consistent with the provisions and terms
of the "Interlocal Cooperation Act" pursuant to RCW 39.34, et seq.; and
WHEREAS, ValleyCom provides improved police, fire and medical aid service
communications within the boundaries of the existing, established consolidated service area
at a minimum cost to the participating local governments, together with such other
governmental units that have contracted with ValleyCom for communications services; and
WHEREAS, one of ValleyCom's objectives is to provide consolidated telephone,
radio and alarm communications and dispatching services for participating local government
units; and
WHEREAS, the continued maintenance, operation, and improvement of ValleyCom
will be of substantial benefit to the citizens of the undersigned cities and the public in
general;
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ORIGINAL
NOW THEREFORE, it is hereby agreed and covenanted among the undersigned as
follows:
1. Valley Communications Center — Membership, Authority, and Powers.
On August 20, 1976, the cities of Auburn, Kent, Renton, and Tukwila
founded a governmental administration agency pursuant to RCW 39.34.030(3)(b), which
was known as the "VALLEY COMMUNICATIONS CENTER ("ValleyCom")."
ValleyCom has the responsibility and authority for emergency service communications and
all related incidental functions for communicating and dispatching services between the
public and the participating cities' public safety departments in the furtherance of improved
public safety and emergency response.
Since its formation, ValleyCom also has served, and continues to serve, other
municipal corporations ("Subscribing Agencies") that exist within the logical, physical
service area and that need emergency service communications. Accordingly, all existing
Subscribing Agency agreements are hereby ratified and confirmed. Any agreement with
additional municipal entities shall be in writing and approved by ValleyCom as provided for
in this agreement.
In furtherance of protecting public safety and emergency response in the
South King County region, the City of Federal Way, currently a Subscribing Agency, has
requested to become a fully participating Member City. On August 4, 1999, ValleyCom's
Administration Board agreed to include Federal Way as a full, participating Member City,
commencing January 1, 2000. Accordingly, ValleyCom's participating Member Cities are
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hereby revised to include Federal Way, and, as used hereafter in this agreement, any
reference to the "Member Cities" will include the cities of Auburn, Federal Way, Kent,
Renton, and Tukwila.
In addition, the City of Federal Way may enter into an interlocal agreement
with the Federal Way Fire Department for the purposes of providing fire and emergency
medical services dispatch via the City of Federal Way's membership in ValleyCom. Upon
execution of the interlocal agreement, the City of Federal Way may, at its option and under
such terms and conditions as Federal Way deems proper, appoint the Federal Way Fire
Department to function, as do the Auburn, Kent, Renton, and Tukwila Fire departments, for
the purposes of its representation on the Operations Board and for the purposes of calculating
and remitting payment for dispatch services.
Subject to addition, amendment or removal by the Administrative Board,
ValleyCom's powers shall include, but not be limited to, the following:
a. Recommend action to the legislative bodies of the participating
members;
b. Review and approve budget expenditures;
c. Establish policies for expenditures of budget items for the Center;
d. Review and adopt a personnel policy for the ValleyCom Center;
e. Establish a fund or special fund or funds as authorized by RCW
39.34.030 for the operation of the ValleyCom Center;
f. Conduct regular meetings as may be designated by the Administration
Board;
g. Determine what services shall be offered and under what terms they
shall be offered;
h. Enter into agreements with third parties for goods and services
necessary to fully implement the purposes of this agreement;
i. Establish rates for services provided to other members, subscribers or
participating agencies;
j. Direct and supervise the activities of the operations board and the
Center Director;
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k. Incur debt in the name of the Center to make purchases or contract for
services necessary to fully implement the purposes of this agreement;
1. Enter into agreements with, and receive and distribute funds, from any
federal, state or local agencies;
m. Receive all funds allocated to the Center from its members;
n. To purchase, take, receive, lease, take by gift, or otherwise acquire,
own, hold, improve, use and otherwise deal in and with real or
personal property, or any interest therein, in the name of the Valley
Communications Center;
o. To sell, convey, mortgage, pledge, lease, exchange, transfer, and
otherwise dispose of all of its property and assets;
p. To sue and be sued, complain and defend, in all courts of competent
jurisdiction in the Center's name;
q. To make and alter bylaws for the administration and regulation of its
affairs;
r. Enter into contracts with future participating members and subscribers
to provide communications services;
s. To hold radio frequency licenses to enable the Center to operate radio
communications and dispatch systems to meet its public safety
responsibilities; and
t. Any and all other acts necessary to further ValleyCom's goals and
purposes.
2. Duration of Agreement. The term of this agreement shall be for five (5)
years from its effective date and, thereafter, shall automatically extend for additional five (5)
year periods unless terminated as provided in this agreement. This agreement shall not
terminate until all bonds issued by the Valley Communications Center Development
Authority have been paid and retired.
3. Withdrawal and Termination.
3.1 Any Member City may withdraw its membership and terminate its
participation in this agreement by providing written notice and serving that notice on the
other Member Cities on or before December 31 in any one year. After providing appropriate
notice as provided in this section, that Member City's membership withdrawal shall become
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effective on the last day of the year following delivery and service of appropriate notice to
all other Member Cities.
3.2 Three (3) or more Member Cities may, at any one time, by written
notice provided to all Member Cities, call for a complete termination of ValleyCom and this
agreement. Upon an affirmative supermajority vote (majority plus one) by the Member
Cities, ValleyCom shall be directed to wind up business, and a date will be set for final
termination, which shall be at least one (1) year from the date of the vote to terminate this
agreement. Upon the final termination date, this agreement shall be fully terminated.
3.3 In the event any Member City fails to budget and provide the required
annual membership funding for ValleyCom, the remaining Member Cities may, by majority
vote, immediately declare the underfunding City to be terminated from this agreement and
to have forfeited all its rights under this agreement as provided in Section 3.5. The
remaining Member Cities may, at their option, withdraw ValleyCom's emergency
communications support with that City or, alternatively, enter into a Subscribing Agency
Agreement with that City under terms and conditions as the remaining Member Cities deem
appropriate.
3.4 Time is of the essence in giving any termination notice.
3.5 If an individual Member City withdraws its membership in
ValleyCom, the withdrawing city will forfeit any and all rights it may have to ValleyCom's
real or personal property, or any other ownership in ValleyCom, unless otherwise provided
by the Administration Board.
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3.6 Upon termination of this agreement, all property acquired during the
life of the agreement shall be disposed of in the following mariner:
a. All real and personal property purchased pursuant to this
agreement shall be distributed based on equal shares apportioned to those Member Cities still
existing on the day prior to the termination date; and
b. All unexpended funds or reserve funds shall be distributed
based on the percentage of total annual charges assessed by the Administration Board during
the period of this agreement and paid by each Member City.
3.7 Notwithstanding any of the other rights, duties or obligations of any
Member City under this Section 3, the withdrawal of any member City shall not discharge
or relieve any Member City of its obligations to the Valley Communications Center Public
Development Authority.
4. Administration Board.
4.1 The affairs of ValleyCom shall be governed by an Administration
Board composed of one member from each participating Member City, and that member
shall be the Mayor or his or her designee. Each Board member shall have an equal vote and
voice in all Board decisions. Unless otherwise provided, Robert's Revised Rules of Order
shall govern all procedural matters relating to the business of the Administration Board.
4.2 A Presiding Officer shall be elected by the Board's members, together
with such other officers as the majority of the Board may determine. There shall be a
minimum of two (2) meetings each year, and not less than fifteen (15) days notice shall be
given to all members prior to any meeting. Unless otherwise designated by the Presiding
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Officer, the first meeting shall be held on the second Tuesday in February of each year to
review the prior year's service and the second meeting shall be on the second Tuesday in
September of each year to review and present a budget. Other meetings may be held upon
request of the Presiding Officer or any two (2) members.
4.3 The Administration Board shall be authorized to establish bylaws that
govern procedures of that Board and ValleyCom's general operations.
5. Operating Board.
5.1 There is further established an Operating Board which shall consist
of two (2) members of each participating Member City's Public Safety Department(s),
including the head of those Department(s) and/or their designee(s). Additionally, the
Subscribing Agencies shall, by majority vote, elect one (1) at -large member to represent the
Subscribing Agencies' police departments and one (1) at -large member to represent the
Subscribing Agencies' fire department on the Operating Board. At the time set for election
of the at -large members, only the Subscribing Agency representatives then in attendance will
participate in the election. The Member Cities' Operating Board representatives shall not
participate in the at -large member elections. The at -large members shall serve one-year
terms, unless amended by majority vote of the Operating Board. The purpose and duties of
the Operating Board shall be established by the Administrative Board. Each Operating
Board member shall have an equal vote in all Board decisions. The Operating Board shall
be authorized to establish bylaws that govern its procedures. Unless otherwise provided,
Robert's Revised Rules of Order shall govern all procedural matters relating to the business
of the Operating Board.
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5.2 The Operating Board shall elect a Presiding Officer from its members
and shall determine the time and place of its meetings; however, the Operating Board shall
hold at least one (1) regular meeting each month at a time and place designated by the
Presiding Officer or by a majority of its members. Special meetings may be called by the
Presiding Officer or any two (2) members upon giving all other members not less than 24
hours prior written notice (electronic or facsimile notice acceptable). In an emergency, the
Operating Board may dispense written notice requirements for special meetings, but must,
in good faith, implement best efforts to provide fair and reasonable notice to all Operating
Board members.
6. ValleyCom Director. ValleyCom's current director is hereby confirmed.
Upon the occurrence of a temporary or permanent vacancy in the Director position, the
Operating Board shall recommend to the Administration Board a person to act as
ValleyCom's Director. The Director shall be responsible to the Operating 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 Director shall administer ValleyCom
in its day-to-day operations consistent with the policies adopted by the Administration Board
and/or the Operations Board. The Director shall have experience in technical, financial, and
administrative fields and his or her appointment shall be on the basis of merit only.
7. Personnel Policy.
7.1 The Operating Board shall, as necessary from time to time, submit to
the Administration Board a proposed ValleyCom personnel policy for the Administration
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Board's approval, rejection or modification. All modifications or revisions must have the
final approval of the Administration Board.
7.2 At the time ValleyCom was first formed, the ValleyCom personnel
policy previously provided for appointment to ValleyCom's staff from personnel that were
permanently appointed or assigned as dispatchers in the participating Member Cities prior
to formation. Accordingly, for a period of one (1) year from the time the Federal Way Fire
Department begins its transition to ValleyCom for dispatch services, ValleyCom shall give
preference in hiring to those persons that were permanently appointed as dispatchers in the
Federal Way Fire Department, if those persons have the skills and abilities necessary to
perform required job functions. Additional and subsequent employees, with the exception
of ValleyCom's Director, shall be appointed by the Director upon meeting the qualifications
established by the Operating Board and adopted by the Administration Board. No employees
shall be commissioned members of any emergency service, but may be eligible for
membership under the Public Employees Retirement System, as provided by law.
8.0 Budget.
8.1 The Director shall present a proposed budget to the Operating Board
on or before August 15 of each year, which budget shall then be presented to the
Administration Board not later than September 1 of each year. However, should the
Administration Board elect to budget on a biennial, rather than annual, basis, the August 15
and September 1 deadlines established in the previous sentence shall only apply every other
year. Thereafter, the Member Cities shall be advised on the programs and objectives as
contained in the proposed budget and of the required financial participation for the following
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year. The allocation of prorated financial participation among local governments shall be the
percentage of dispatched calls attributed to each jurisdiction compared to the total dispatched
calls. The percentages shall be applied to the current approved budget less revenue from
outside sources. Upon approval by each participating Member City of its budgetary
allocation for ValleyCom's operation in the following year, and upon verification thereof to
ValleyCom, the Administration Board shall, after a public hearing as provided by law, adopt
its final budget for the following year. Member Cities shall be billed bimonthly and
payments made on or about the first day of February, April, June, August, October, and
December of each year. ValleyCom will bill Subscribing Agencies in accordance with
approved agreements between ValleyCom and those Subscribing Agencies.
8.2 In the event the City of Federal Way has not become a Member City
by January 1, 2000, all dues paid by Federal Way as a Subscribing Agency in the 2000
calendar year will be credited against the budgeted Member City obligation assigned to
Federal Way for the 2000 calendar year, and Federal Way's status as a Member City will be
ratified and relate back to January 1, 2000.
9. Contracts and Support Services. The Administration Board (or the
Operating Board or the Director, if so designated by the Administration Board) shall, as
necessary, contract with appropriate local governments for the use of space for its operations,
and for staff and auxiliary services including, but not limited to, records, payroll, accounting,
purchasing and data processing.
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10. Policy and System Evaluation. The Director shall actively and continuously
consider and evaluate all means and opportunities toward the enhancement of operational
effectiveness of emergency services so as to provide maximum and ultimate benefits to the
members of the general public. The Director shall present his or her recommendations to the
Operating Board from time to time. Any substantive change or deviation from established
policy, however, shall have the prior approval of the Administration Board.
11. Additional Service Authorized. The Administration Board shall evaluate
and determine the propriety of including additional communications and dispatching services
for local governments, whenever so requested, and shall determine the means of providing
those services, together with its costs and effects. These additional services may include, but
shall not be limited to, the following: allowance for public and private buildings, additional
communications and dispatching operations, and any related incidental functions.
12. Inventory and Property.
12.1 Equipment and furnishings for ValleyCom's operation shall be
acquired by ValleyCom as provided by law. If any Member City furnishes equipment or
furnishings for ValleyCom's use, title to the same shall rest with the respective local entity
unless that equipment is acquired by ValleyCom.
12.2 The Director shall, at the time of preparing the proposed budget for
the ensuing year, submit to the Operating Board a complete inventory together with current
valuations of all equipment and furnishings owned by, leased or temporarily assigned to
ValleyCom. In case of dissolution of ValleyCom, any assigned or loaned items shall be
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returned to the lending governmental entity and all other items, or funds derived from the
sale thereof, shall be refunded and distributed to Member Cities in equal shares. However,
to the extent ValleyCom liquidates all or part of the existing communications facility (located
at 23807 98th Avenue South, Kent, Washington, 98031) or its property and equipment, the
funds derived from the sale thereof will be refunded and distributed to the four original
Member Cities only, Auburn, Kent, Renton and Tukwila.
12.3 Ownership of Real Property. Title to real property purchased or
otherwise acquired shall be held in the name of the Valley Communications Center;
provided, however, that for valuable consideration received, ValleyCom may convey
ownership of any real property as may be approved by a majority of the Administration
Board.
13. Local Control and Interconnect. Each Member City and each Subscribing
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
ValleyCom's operations. Interconnecting equipment and services may be provided for
ValleyCom's budget and operational program.
14. Dispatch Facility, Financing, and Construction.
14.1 In order to address increased growth and to provide necessary services
for Member Cities and for Subscribing Agencies, the Administration Board has determined
to construct a new dispatch facility. The Member Cities shall contribute to the financing of
the development of the new dispatch facility on a pro -rata basis, each Member City paying
VALLEY COMMUNICATIONS CENTER AGREEMENT - 12
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twenty percent (20%) of the total cost of development, less contributions from grants, other
public agencies, or other sources.
14.2 The new ValleyCom Dispatch Center, including all equipment,
furnishings and fixtures, will constitute a critical link to the Member Cities and the
Subscribing Agencies' ability to provide police, fire, and life safety protection services,
particularly in times of a critical emergency or natural disaster. Consequently, this new
center is essential to the preservation of the public health, safety and welfare. As a result,
this center's equipment, furnishings and fixtures are unique and subject to special standards.
Accordingly, based on the facts presented in this subsection, it is hereby resolved that the
established policy of the Member Cities is that the new ValleyCom Dispatch Center
constitutes a "special facility" under RCW 39.04.280 (1)(b), and all purchases of any kind
or nature for the new ValleyCom Dispatch Center shall be exempt from competitive bidding
requirements.
14.3 The Administration Board shall authorize, and the Chair of the
Administration Board, or his or her approved designee, will execute contracts for the
development of the new ValleyCom Dispatch Center. These contracts may include, without
limitation, contracts for architectural, design, communications, project management services,
real estate acquisition, engineering, and construction.
14.4 The Member Cities will finance the property acquisition and
construction of the new facility as agreed by the Administration Board and as provided by
law.
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15. Legal Assistance. The participating municipal entities agree to furnish legal
assistance, from time to time, as approved by the Administration Board. The Administration
Board may contract with the City Attorney of a participating city.
16. E911 Participation. ValleyCom may implement or contract for
implementation of an E911 System for use within the area served, insofar as is practical.
17. Intergovernmental Cooperation. ValleyCom shall cooperate with local,
State and Federal governmental agencies according to guidelines of the Police Dispatching
Study in order to maximize the utilization of grant funds for equipment and operations.
18. Compliance with Criminal History Records Information Laws.
ValleyCom shall bear full responsibility for ensuring that the law enforcement data
communications network and any Criminal History Records Information received by means
of that network, shall be used solely for the purposes of the due administration of the
criminal laws or for the purposes enumerated in Chapter 43.43 RCW, as now enacted or
hereafter amended. ValleyCom shall establish rules and regulations governing access to,
security for, and operation of the data communications network and any Criminal Justice
Records Information received by means of that network.
19. Hold Harmless. Each Member City shall defend, indemnify and save all
other Member Cities harmless from any and all claims arising out of that City's negligent
performance of this agreement. Any loss or liability resulting from the negligent acts, errors,
or omissions of the Administration Board, Operation Board, Center Director and/or staff,
VALLEY COMMUNICATIONS CENTER AGREEMENT - 14
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while acting within the scope of their authority under this agreement, shall be borne by the
Valley Communications Center exclusively.
The provisions of this Section 19 shall survive the termination or expiration
of this agreement.
20. Repealer and Ratification. All prior interlocal agreements entered into
among the four original Member Cities are repealed as of the effective date of this
agreement. All existing Subscribing Agency agreements will remain in effect. All prior acts
taken by ValleyCom or the Member Cities that are consistent with this agreement and any
prior Member City interlocal agreements are hereby ratified and confirmed.
21. Filing of Agreement. Upon execution, this agreement shall be filed with the
City Clerks of the respective Member Cities, the Secretary of State, and such other
governmental agencies as may be provided by law.
22. Severability. If any part, paragraph, section or provision of this agreement
is adjudged to be invalid by any court of competent jurisdiction, such adjudication shall not
affect the validity of any remaining section, part or provision of this agreement.
23. Execution and Effective Date. This agreement, and any amendments, shall
be executed on behalf of each Member City by its duly authorized representative and
pursuant to an appropriate motion, resolution, or ordinance. The agreement, or any
amendment, shall be deemed adopted and effective upon the date of execution by the last
authorized representative.
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24. Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but those counterparts will constitute one
and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby affix their hands and seals.
CITY OF KENT, WASHINGTON:
By:
Print N
Its: Mayor
5f -7-7Z)
CITY OF AUBURN, WASHINGTON:
•
Jim White
Date:
By: Q.S4101 �s R ` i to
Print Name: Charles Booth
Its: Mayor
Date:
CITY OF FEDERAL WAY, WASHINGTON:
By: .r •
Print N me: David H. Mosele
Its:
Date:
City Manager
CITY OF TUKWILA, WASHINGTON:
By:
Print Name: Steven M. Mul let
Its:
Date:
Mayor
4-11-00
CITY OF RENTON, WASHINGTON:
By: cam'
Print e: Jesse Tanner
Its: Mayor
Date: 4/6/2000
Notary Acknowledgements Appear on Following Page
VALLEY COMMUNICATIONS CENTER AGREEMENT - 16
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STATE OF WASHINGTON
: ss.
COUNTY OF KING
On this'day of , 2000, before me a Notary Public in and for the State of
Washington, personally appeared Jim White, to me known to be the Mayor of the City of Kent, a
Washington municipal corporation that executed the foregoing instrument, and acknowledged it to be
the free and voluntary act of said corporation, for the uses and purposes mentioned in this instrument,
and on oath stated that he was authorized to execute said instrument.
-Notary Seal Must Appear Within This Box -
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
i�lt C _ Pt-�ll t STE r2.
NOTARY PUBLIC, in anf
of Washington, residing at
My appointment expires
STATE OF WASHINGTON
: ss.
COUNTY OF KING
On this _ day of /1,6074. 1/ , 2000, before me a Notary Public in and for the State of
Washington, personally appeared 67 2Eit) /`J . / 7t4 a- , to me known to be the in /I j'0/
of the City of Tukwila, a Washington municipal corporation that executed the foregoing
instrument, and acknowledged it to be the free and voluntary act of said corporation, for the uses and
purposes mentioned in this instrument, and on oath stated that they were authorized to execute said
instrument.
-Notary Seal Must Appear Within This Box -
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above writteA„,�
.NNIS '�\‘
ioiyc1�1.1
pro NOTARY 51.C//
:U
j PUBLIC i
,/I '94*-:. '
29-0 ••OJ
NOTARY PUBLIC, in and fo he State
of Washington, residing at
My appointment expires /t.Q 6 V—
VALLEY COMMUNICATIONS CENTER AGREEMENT - 17
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STATE OF WASHINGTON
COUNTY OF KING
: ss.
On this1' day of 14pr.
, 2000, before me a Notary Public in and for the State of
Washington, personally appeared Charles Booth, to me known to be the Mayor of the City of Auburn,
a Washington municipal corporation that executed the foregoing instrument, and acknowledged it to be
the free and voluntary act of said corporation, for the uses and purposes mentioned in this instrument,
and on oath stated that they were authonzed to execute said instrument.
-Notary Seal Must Appear Within This Box -
IN VJ SS WHEREOF, I have hereunto set my hand and official seal the day and year
first abevi-i itEn.8e‘t,
NOTARY PUBLIC, in and for the State
of Washington, residing at 6-)'t Lt kfrtacic✓
My appointment expires /0 - —O
STATE OF WASHINGTON
: ss.
COUNTY OF KING
On this6day of APR(L. , 2000, before me a Notary Public in and for the State of
Washington, personally appeared 1E556• TONNE , to me known to be the
of the City of Renton, a Washmgton municipal corporation that executed the foregomg
instrument, and acknowledged it to be the free and voluntary act of said corporation, for the uses and
purposes mentioned in this instrument, and on oath stated that they were authonzed to execute said
instrument.
-Notary Seal Must Appear Within This Box -
IN WITNESS WHEREOF, I have hereunto set
first above
•,�� `9gtON Fit 4 .1*v NOTARY 9N. =
N 1/4p PUBUC
� ER a,2°••
•
Gam®
.**,iWASN' `%
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hand and official seal the day and year
NOTARY PUBLIC, in and f the State
of Washington, residing at
My appointment expires /
STATE OF WASHINGTON )
: ss.
VALLEY COMMUNICATIONS CENTER AGREEMENT - 18
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COUNTY OF KING ) r
On this `day of ' 4 �g %^ 1 1 , 2000, before me a Notary Public in and for the State of
Washington, personally appeared David H. Moseley, to me known to be the City Manager of the City
of Federal Way, a Washington municipal corporation that executed the foregoing instrument, and
acknowledged it to be the free and voluntary act of said corporation, for the uses and purposes mentioned
in this instrument, and on oath stated that they were authorized to execute said instrument.
-Notary Seal Must Appear Within This Box -
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
EILEEN ROBINSON
STATE OF WASHINGTON
NOTARY--•-- PUBLIC
MY COMMISSION EXPIRES 1-29-C2
Er (e_ e_11 Rbb,��sc
NOTARY PUBLIC, in and for the State
of Washington, residing at FeLeiy'
My appointment expires
VALLEY COMMUNICATIONS CENTER AGREEMENT - 19
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