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HomeMy WebLinkAbout001043 Original Contract City of Port Angeles Record # 001043 ;r' INTERLOCAL AGREEMENT FOR EMERGENCY DISPATCH ADMINISTRATIVE SERVICES BETWEEN THE CITY OF PORT ANGELES AND JEFFCOM This Agreement is made, pursuant to RCW 39.34.030--part of the Interlocal Cooperation Act as of the date of the last signature affixed below, between the CITY OF PORT ANGELES ("City"), a Washington Municipal Corporation, and JeffCom (hereinafter "the Contractor"), a Washington Municipal administrative agency created by Jefferson County, the City of Port Townsend, and Jefferson County Fire Protection Districts 1 through 5. Herein, the City and Contractor may collectively be referred to as "the Parties." In consideration of the mutual covenants and promises described herein the City of Port Angeles and Contractor recite, covenant, and agree as follows: Section 1. Recitals. 1. Currently, both the City and Contractor operate separate, independent E911 emergency dispatch centers. The Parties are pursuing a span of regionalization alternatives for emergency communications and dispatch, ranging from shared services and interoperability to consolidation, for the mutual benefit of both Parties and the citizens and agencies they serve. 2. Contractor currently employs Karl Hatton (hereinafter "Hatton") as Director of its dispatch operations. The Parties agree that Hatton possesses the expertise, skill, talent, and abilities needed to manage both existing emergency dispatch centers, and to facilitate the evaluation and implementation of future organizational and operational changes as may be agreed by each Party. 3. For the purposes described above, and as further detailed in this Agreement, the Parties hereby agree to jointly use the services of Hatton in accordance with the terms and conditions stated in this Agreement. Section 2. Employee Services. Beginning on the effective date of this Agreement, and continuing so long as this Agreement is in effect, Hatton shall hold the position of Regional Emergency Communications Director for both Jefferson and Clallam counties. In that capacity he shall direct the operations of both the City's current dispatch center and Contractor's current dispatch center, and he shall also take such steps as are necessary and appropriate to coordinate and implement the Parties' mutually-agreed policy direction for organizational and operational changes to further coordinate, share, or consolidate emergency communications and dispatch services in the two-county region. In performing these services, Hatton shall devote approximately one-half his time to the City's dispatch center and one-half to Contractor's dispatch center. Additional provisions describing the tasks and duties to be performed by Hatton are set out in Attachment A, attached hereto and incorporated herein by reference, as if set out in full. Section 3. Hatton's Employment Status. 1. Hatton is currently a full-time, regular employee of Contractor. For convenience of the Parties and Hatton, after the effective date of this Agreement, Contractor shall continue to administer the employment relationship with Hatton. This is intended to mean that Contractor will continue to pay Hatton the full amount of wages and benefits that Hatton earns for full performance under this Agreement, and in doing so, Contractor will fully satisfy all obligations the City would otherwise owe to Hatton for providing such services to the City. Pursuant to Section 5 below, the City shall reimburse Contractor for the City's share of the cost of employing Hatton. 2. After the effective date of this Agreement, Hatton shall continue to be a regular employee of Contractor. In addition to the services he will perform in accordance with Section 2 above, he shall have all the duties, rights, and authorities he currently has. After the effective date of this Agreement, Hatton shall provide services directly to the City, in accordance with the terms and conditions set forth in this Agreement. In that capacity, while he is acting on behalf of the City in the role of Director of Pencom, Hatton shall be subject to direction and supervision of the Port Angeles Chief of Police, provided that any issues pertaining to his performance, if not resolved between the Police Chief and Hatton, shall be taken up with the JeffCom Board, his Employer. 3. For purposes of regionalization activities, Hatton shall report to and be subject to the supervision and direction of both the Port Angeles Chief of Police and the chair of the JeffCom Administrative Board acting on behalf of the JeffCom Administrative Board. The Port Angeles Police Chief and chair of the JeffCom Administrative Board will operate in good faith to reach agreement on regionalization tasks, in consultation with the PenCom Advisory Board and JeffCom Administrative Board, in providing direction to Hatton. 4. For purposes of the administration of this Agreement, which does not create any new legal entity, for Contractor the Agreement shall be administered by the JeffCom Administrative Board, and for the City it shall be administered by the Chief of Police. Section 4. Term. The effective date of this Agreement is March 1, 2016 or the date of the last signature affixed to this Agreement, whichever is later, and shall continue until its expiration at the end of December 31, 2016, unless terminated earlier than its expiration date, as provided in Section 6 and Section 7 below. The term of this Agreement may be extended by the mutual written agreement of the Parties. Section 5. Compensation. 1. Compensation to the Employee: For the purposes of administering his wages, payroll deduction, benefits, and similar matters, Hatton shall remain an employee of Contractor with all wages and health benefits currently provided by Contractor. Contractor shall assume full responsibility for payment of all Federal, State, and local taxes or contributions imposed or required, including, but not limited to, unemployment insurance, Social Security, and income tax. Page 2 of 5 2. Consideration paid by City: The City will reimburse Contractor for the cost of employee's salary and benefits for the term of this Agreement at a rate of $70,000 per year. The rate will be increased annually by the annual Seattle-Tacoma-Bremerton CPI-W published in June of each year. Contractor will invoice the City for payment once a quarter and the City will pay within 30 days of the invoice request. Section 6. Breach. 1. In the event of either party's material breach of the terms or conditions of this Agreement, the non- breaching party reserves the right to withhold payments or services until corrective action has been taken or completed. However, the party shall not exercise this right until they have given written notice of such material breach to the breaching party and ten days have passed since the receipt of such notice. This option is in addition to and not in lieu of the parties' right to terminate this Agreement or any other right that Washington State law offers for breach of contract. 2. If either party shall materially breach any of the covenants undertaken herein or any of the duties imposed upon it by this Agreement, such material breach shall entitle the other party to terminate this Agreement, provided that the party desiring to terminate for such cause shall give the offending party at least twenty days' written notice, specifying the particulars wherein it is claimed that there has been a violation hereof, and if at the end of such time, the party notified has not removed the cause of complaint, or remedied the purported violation, then the termination of this Agreement shall be deemed complete. Section 7. Termination. 1. Either party may terminate this Agreement in accordance with the termination provisions set out in Section 6 above. 2. In the event this Agreement is terminated prior to its expiration date as defined in Section 4, a final payment shall be made to the Contractor, which, when added to any payments previously made, shall reimburse the Contractor for costs actually incurred as of the date of termination. Final payment shall not include compensation for loss of anticipated income. Except for the final payment, no additional payment shall be due or owing to the Contractor on any grounds whatsoever. As a substantial element of the consideration for the City entering into this Agreement, the Contractor hereby waives and relinquishes any right, claim or cause of action for additional payment, unless otherwise mutually agreed to in writing by the Parties. As of the date of termination, all rights and obligations of the Contractor to the City, and of the City to the Contractor, shall cease and determine. 3. Either party may terminate this Agreement at will upon sixty(60) days written notice to the other party. Section 8. Dispute Resolution. The parties agree that any dispute related to this Agreement shall first be submitted to the Contractor and the Port Angeles Chief of Police, and they shall attempt to resolve that dispute. If they are not able to resolve that dispute, the dispute shall next be submitted to the City Manager and to the Contractor's Board Chair. Those individuals shall attempt to resolve the dispute. If they are not able to resolve the dispute, the dispute shall be submitted to mediation. The parties shall agree on one mediator. If Page 3 of 5 mediation is unable to resolve the dispute, then either party may take such legal action as they deem appropriate. The venue of any lawsuit related to this Agreement shall be in Clallam County, Washington. Section 9. Jurisdiction This Agreement shall be construed and interpreted pursuant to the laws and precedents of Washington State. Section 10. Indemnification /Hold Harmless Contractor shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of Hatton while performing services for Contractor. The City shall defend, indemnify and hold the Contractor, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of Hatton while performing services for the City. Section 11. Insurance Each party shall procure and maintain for the duration of the Agreement, such insurance as each deems appropriate against claims for injuries to persons, damage to property and other liabilities that may arise from or in connection with the performance of the work hereunder by Hatton. Section 12. Entire Agreement This Agreement for the provision of professional services constitutes the entire agreement between the parties with respect to the subject matter thereof, and supersedes all prior written agreements and all prior or contemporaneous oral agreements or understandings between the parties. Section 13. Record Keeping and Reporting. Each party shall maintain records and reports adequate to demonstrate the numbers of hours Hatton devotes performing services for the party, a description of the services performed, and the progress achieved on regionalization activities. These records shall be provided to both Parties on a quarterly basis. The Parties shall cooperate by facilitating audits of Hatton's performance under this Agreement during the first quarter of every year to assure that the purposes of this Agreement are being fulfilled. Section 14. Change in Personnel. The Parties agree and understand that Hatton is an at-will employee of Contractor and thus the Parties agree that if Hatton leaves the Contractor's employ for any reason, the Parties will meet and discuss the implications for this Agreement. Page 4 of 5 APPROVED this day of �\A&N , Z M. JEFFCOM CITY OF PORT ANGELES ADVISORY BOARD _ Chair 4 i ,'Mayor ATTEST: ATTEST: dn6y Kath oun , nnifer eneklasen, Office Manager, Jeffcom City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: J,seph Quinn, JeffCom Attorney William E. loor, ty Attorney r HAa AGREEMENTS&CONTRACTS\2015 Agrmts&Contracts\Regional 911 director.doc I I Page 5 of 5