Sno. Co. FD#1 - Fire & Emergency/Medical ServicesINTERLOCAL AGREEMENT FOR
FIRE AND EMERGENCY MEDICAL SERVICES
THIS INTERLOCAL AGREEMENT by and between SNOHOMISH COUNTY
FIRE PROTECTION DISTRICT NO. 1, a Washington municipal corporation (the
"District") and the CITY OF EDMONDS, a Washington city (the "City") is for the
provision of fire and emergency medical services (EMS).
WHEREAS, a consolidated Fire and EMS service, by a single vendor or through
a Regional Fire Protection Service Authority (RFA), has recently gained support of most
elected officials in Southwest Snohomish County;
WHEREAS, the City and District agree that a long-term agreement between the
City and the District for fire and emergency medical services is beneficial to the City and
District and their stakeholders; and
WHEREAS, the City and District have a long-term relationship for providing
Mutual and Automatic Aid toward the delivery of fire and emergency medical service;
and
WHEREAS, the City desires to contract with the District to provide fire and
emergency medical services to the City and the District desires to so provide these
services; and
WHEREAS, the District and the City are authorized, pursuant to Chapter 39.34 of
the Revised Code of Washington, to enter into Interlocal Agreements which allow the
District and the City to cooperate with each other to provide high quality services to the
public in the most efficient manner possible.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the City and District hereto agree as follows:
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Interlocal Agreement for Fire and Emergency Medical Service Operations
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1. SCOPE OF SERVICES
1.1 Services Provided. The District shall provide all services necessary for fire
suppression, emergency medical service, hazardous materials response,
technical rescue, and disaster response to a service area covering the corporate
limits of the City of Edmonds as are provided by the City of Edmonds. In addition,
the District shall provide support services including, but not limited to, fire
marshal, fire prevention and life safety, public education, public information, and
fleet maintenance, payroll and finances, human resources, and legal and risk
management pertaining to the operations and delivery of fire department
services.
1.2 Training, Education, and Career Development. The District will provide training
and education to all firefighter and emergency medical service personnel in
accordance with State, County and local requirements. Furthermore, the District
will offer professional development and educational and training opportunities for
unrepresented and civilian employees.
1.3 City Fire Chief. The District's Fire Chief shall be designated the City Fire Chief for
purposes of statutory provisions, regulations and the Edmonds City Code.
1.4 District Fire Chief Designates Fire Marshal. The District Fire Chief shall designate
an individual to serve as City Fire Marshal, and shall assign necessary personnel
to support the functions and needs of the Fire Marshal as mutually agreed to and
partially funded by the City (See Exhibit A).
2. STANDARDS FOR SERVICES/STAFFING
2.1 Battalion Chief. The City Battalion Chief unit shall be staffed with a minimum of
one (1) Battalion Chief twenty-four (24) hours per day, seven (7) days per week.
The District agrees to provide Incident Command response for all emergency
incidents twenty-four (24) hours per day, seven (7) days per week.
2.2 Fire Station Staffing. Fire Station 16 shall be staffed twenty-four (24) hours per
day, seven (7) days per week with a minimum of one (1) fire captain and two (2)
firefighter/emergency medical technicians or firefighter/paramedics. Fire Station
17 shall be staffed twenty-four (24) hours per day, seven (7) days per week with
a minimum of one (1) fire captain, and two (2) firefighter/emergency medical
technicians or firefighter/paramedics. Fire Station 20 shall be staffed twenty-four
(24) hours per day, seven (7) days per week with a minimum of one (1) fire
captain and two (2) firefighter/emergency medical technicians or
firefighter/paramedics.
2.3 Paramedic Unit. The City Medic Unit will be staffed with a minimum of two (2)
firefighter/paramedics as currently provided.
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2.4 Level of Service. The District shall provide the same level of service as currently
provided by the City, which is consistent with the City response objectives per the
City's Chapter 35.103 RCW Fire Department Compliance Plan (previously SHB
Compliance Plan 1756) approved by the Edmonds City Council on November 28,
2006. If these response objectives are amended to provide an increased level of
service, the District will make reasonable efforts to meet them, provided that
funding is adequate.
2.5 Annual Reporting. The District agrees to annually report to the City in accordance
with the City's RCW 35.103 Fire Department Compliance Plan.
2.6 Staffing Exceptions. Exceptions to on duty staffing levels may occur in unusual
circumstances such as where there is a significant emergency event(s) in the
District, the City, or other areas which are under a contract for service or
auto/mutual aid agreement with the District. Unusual circumstances and
significant emergencies that affect personnel, equipment, infrastructure and/or
may include, but are not limited to, natural or man-made disasters, a significant
incident, or series of escalating incidents significant to a specific location, multiple
locations, and/or with area or region -wide impact.
2.7 Criteria -Based 9-1-1 Dispatch. It is understood and agreed by the City and
District that the dispatch of units during emergencies is determined by criteria -
based dispatch protocols of the dispatch centers, and automatic and/or mutual
aid agreements. Nothing herein shall require the District to respond first within
the City as opposed to other areas served by the District. The City and District
recognize that responses to emergencies shall be determined by the District
based upon dispatch protocols, the District's operational judgment, and without
regard to where the emergencies occur.
2.8 Level of Service Changes. During the term of this Agreement, service level
changes may be mandated that are beyond the control of either party.
Additionally, either party may desire to change the service level, including but not
limited to, those services identified in Section 1 Scope of Services and Section 2
Standards for Services/Staffing. When a service level change is mandated by
law, adopted by the Edmonds City Council as the City's response objectives as
required by RCW 35.103, or is mutually agreed to by the parties, the City and the
District will renegotiate the contract payment at the request of either party.
Provided that before renegotiation, the District must notify the Union, IAFF 1997,
of the alleged change requiring a change in the level of service and thereafter
negotiate with the Union the impact/affects of such change on the terms and
conditions of employment of bargaining unit personnel.
2.9 Response Time Questions. In the event that response times should
consistently exceed the current level of City services, the District Fire
Chief and City Mayor, or their designees, shall meet and confer to address
the cause and potential remedies. In no circumstance will a meet and
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confer process be prejudicial to the rights of the parties under this
agreement, or upon the Union, IAFF 1997, to bargain any and all
impacts/effects relating to any remedy incident to the increased response
time.
3. USE OF CITY FIRE STATIONS
3.1 Use of City Fire Stations. The City shall retain ownership of existing City fire
stations. The City shall provide three City fire stations or replacement fire stations
for use by the District during the term of this Agreement and as described in
Exhibit B. In the event of a conflict between the provisions of the Agreement and
Exhibit B, the provisions of Exhibit B shall control with respect to fire stations and
fixtures contained therein.
3.2 Fire Station Furnishings. The District shall make a one-time, lump sum purchase
of fire station furnishings that are not built-in or fixed, and consumable and
disposable supplies within 30 days after the Commencement Date of this
Agreement. The District shall accept ownership of furnishings that are not built-in
or fixed in "as is" condition but only if the individual furnishing or ensemble are in
a condition acceptable to the District.
3.3 Purchase Price. The purchase price for furnishings that are not built-in or fixed
was determined by applying a 15 -year depreciation schedule to the estimated
purchase prices of individual furnishings or ensembles. The purchase price for
the estimated consumable and disposable supplies that will be in the fire stations
on the Commencement Date of this Agreement is based on the acquisition price.
The purchase price for furnishings that are not built-in or fixed with appropriate
depreciation applied, and the price of consumable and disposable supplies is
identified in Exhibit J.
4. ANNUAL CONTRACT AND TRANSPORT FEES PAYMENT TERMS
4.1 Annual Contract Payment. The City shall annually pay the District a sum referred
to as the Contract Payment for the services provided herein. The amount of the
Contract Payment shall be determined according to Exhibit C. The Contract
Payment shall be paid in equal quarterly installments by January 15, April 15,
July 15 and September 15. Failure to pay quarterly installments in a timely
manner shall be considered a material breach as defined in the Definitions
section of this Agreement.
4.2 Contract Payment Adjustment. The Contract Payment shall be adjusted each
year no later than September 1.
4.3 Annual Percent Increase Based on Labor Costs. The District shall submit to the
City an annual revision to Exhibit C of this Agreement, which shall identify the
Contract Payment for the ensuing year(s). The cost of City Station Personnel
identified in Exhibit C shall be adjusted as changes occur by the percentage
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increase in labor costs resulting from the negotiated labor agreement between
the District and IAFF Local 1997; provided that the personnel cost shall increase
from one labor agreement to the next no more than the greater of (i) the median
increase in compensation of comparable fire agencies, (ii) the increase in the
Consumer Price Index as measured by the CPI -W Seattle -Tacoma -Bremerton
metropolitan area for the 12 -month period ending June 30, or (iii) the percentage
increase in compensation awarded by an interest arbitrator. The phrase
"comparable fire agencies" shall refer to a list of comparables agreed upon by the
Employer and Union through the collective bargaining process or the
comparables accepted by an interest arbitrator in an interest arbitration
proceeding.
4.4 Adjustment Date Not Met. If the labor agreement between the District and IAFF
Local 1997 has not been finalized by December 31 of the year prior to the
upcoming contract for service year, the District Station Personnel costs and the
District Indirect Costs will be adjusted upon execution of the labor agreement but
will be retroactive to January 1 and paid by the City within 30 days of execution
of the labor agreement.
4.5 Annual Indirect Operating Cost Adjustments. The District shall adjust the
Contract Payment costs consisting of Indirect Operating Costs determined by the
following:
• Overhead which shall be 10 percent of the cost of the City Station Personnel
cost;
• Station equipment/maintenance/operation, which shall be 10 percent of the
City Station Personnel cost;
• Fire Marshal allocation at 75 percent of wage and benefit cost of the position,
and Fire Inspector at 100 percent of wage and benefit cost of the position
(See Exhibit A); and
• Apparatus replacement costs based upon the District Apparatus Replacement
Schedule — City Rolling Stock designated as Exhibit D.
The District Indirect Costs identified in Exhibit C shall then be adjusted based
upon the specified percentage of the increased cost of City Station Personnel.
The total of the City Station Personnel cost and the Indirect Costs shall be the
Contract Payment for the ensuing year.
4.6 Annexation. The City's Urban Growth Area does contain property within the
boundaries of the District; however, this provision shall not apply to the
annexation of "islands" as referenced in RCW 35.13.182. Should the City seek to
annex portions of the District, the District will not oppose the annexation. In the
event the City annexes portions of the District, the Contract Payment shall be
increased and shall be calculated by applying the then current District levy rate
and emergency medical services levy rate to the annexed property. The
increased amount shall be added to the Contract Payment as a base for
calculations in future years.
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4.7 Significant Change in Cost of Providing Services. In the event that there is
a material and significant increase or decrease in the costs of providing
services under this Agreement or an increase in such costs as a result of
a legislative or policy decision that is exempt from the dispute resolution
provisions of Sections 18.1 and 18.2, then at the request of either party,
the City and District shall renegotiate this Agreement and the Contract
Payment to fully compensate the District for actual costs incurred
according to the methodology in Exhibit C. In the event that the City and
District are unable to successfully renegotiate this Agreement through
good faith negotiations, then the Dispute Resolution provision of this
Agreement shall apply.
4.8 EMS Transport Fees. The District understands and acknowledges that the City
presently charges fees for basic life support and advanced life support transports
occurring within the City. As the EMS service provider, the District shall receive
and collect all Transport Fees in accordance with District policy for transports that
originate within the City limits. The District shall remit these amounts, less an
administration fee not to exceed the actual cost of collection, to the City
according to the quarterly schedule in Section 4.1. The District shall be
responsible for, and agrees to prepare and provide in a timely fashion, all
necessary or requested documentation and/or reports to the City.
4.9 Creating Unfunded Mandates. The City shall not create any unfunded mandates
for increased service by the District without fully compensating the District for
actual costs incurred.
5. CITY EMPLOYEES
5.1 All City Employees Become District Employees. The District shall become the
employer of all City Fire Department employees, including administrative and
unrepresented uniformed, IAFF members, SEIU members, and civilian
employees of the City Fire Department on the Commencement Date of this
Agreement between the City and the District. The City and District recognize that
during the term of the Interlocal Agreement, the uniformed City Fire Department
employees will be integrated into Local 1997 of the IAFF. Labor -represented
employees will continue in their current positions and job assignments as
recognized by the District, or as agreed through collective bargaining prior to the
implementation of this Agreement. Administrative uniformed employees may be
reassigned to job positions that meet the needs of consolidating the two
organizations. Any civilian City Fire Department employee who is reassigned to a
new position shall be entitled to wages and benefits consistent with, or greater
than, the current wages and benefits provided by the City for such employee's
former position. City personnel shall receive the District's compensation levels
and benefits as of the Commencement Date of this Agreement.
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5.2 Seniority and Rank. Any IAFF member of the City Fire Department shall assume
employment with the District with complete seniority and rank intact. No
additional probationary periods or testing shall be required of any current IAFF
member under the Employees of Merged or Contracted Organization's article of
the Local 1997 Collective Labor Agreement. For purposes of seniority, the "hire
date" of a City Fire Department employee will be the earliest such employee's
hire date(s) with Fire District 1, Medic 7, or the City of Edmonds.
5.3 Transfer of Sick and Vacation Leave. Sick and vacation leave of City employees
shall be transferred and maintained as attached in Exhibit E. The City shall pay
to the District the current value of accrued vacation leave banks as of the date of
the transfer. The City shall also pay the cash -out value of City sick leave banks in
accordance with applicable Union contract or City policy. "Cash -out value" shall
be based on termination by layoff due to lack of work by the City as of the date of
the transfer. The District and City may agree to credit this obligation against
monies owed by the District under this Agreement. These payments are intended
to close out the City's obligations with respect to transferred, accrued leave
banks and the provisions of 5.9 shall not apply to unanticipated costs or
increases associated with the transferred leave banks such as, but not limited to,
increases attributable to changes in statutory or case law relating to the payment
of such banks, their impact on overtime requirements or changes in pension law,
PROVIDED, HOWEVER, that if a transferred employee retires within two (2)
years of the date of the transfer and the Washington State Department of
Retirement Systems (DRS) treats any portion of the leave bank payouts as
excess compensation, the City shall be liable for its proportionate share of such
excess compensation cost as determined by DRS. "Proportionate share" shall be
determined based on the last wage paid by the City and the leave payout cap in
effect as of the date of the transfer and the excess compensation assessment
attributable thereto.
5.4 Layoff Language. For the provisions of layoffs or reduction in force, there shall be
three established Seniority Lists attached as Exhibit F.
• Blended Seniority List consisting of the former members of IAFF Local
1828 (Edmonds Firefighters) and the members of IAFF Local 1997
(Snohomish County Fire District 1 Firefighters).
• Non -Blended Seniority List of IAFF local 1997 (District Firefighters) prior to
the Commencement Date of the Interlocal Agreement between the District
and the City.
• Non -Blended Seniority list of IAFF Local 1828 (Edmonds Firefighters) prior
to the Interlocal Agreement between the District and the City.
5.4.1 Layoff Within First 60 Months of Contract. If a reduction in force becomes
necessary within the first 60 months of this Agreement, the reductions in force
shall be initiated utilizing the Blended Seniority List from the most senior to the
least senior giving each member the first right of refusal. In the event that the
said reduction in force is not accomplished through the Blended Seniority List,
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the reduction in force shall be incurred upon the least senior members of the
jurisdiction causing the reduction in force. The reduction will be based on the
Seniority Lists established prior to the Interlocal Agreement between the District
and the City.
5.4.2 New Employees. Employees hired after the date of this Interlocal Agreement will
be placed on the bottom of the Blended List and will be first subject to layoff.
5.5 Promotional Lanquage and Probationary Period. The parties agree that two of
three Company Officer promotions required to convert the three -platoon City work
schedule to the District four -platoon work schedule will be made from a
promotional list established by the Edmonds Civil Service Commission and consist
solely of eligible pre -Commencement Date City employees.
5.6 Company Officer Promotion Process. The parties agree that the City Company
Officer promotion process shall occur prior to the Commencement Date of the
Agreement.
5.7 Probation Process for Newly Promoted Company Officers. The parties agree
that newly -promoted City Company Officers transferring employment to the
District on the Commencement Date shall serve the probationary period of the
IAFF 1997 collective labor agreement and District policy, procedures, and
performance standards for Company Officers.
5.8 Impact of Agreement. Each party has undertaken to collectively bargain the
impact of this Agreement upon the respective labor unions which represent each
party's employees. The City and District further acknowledge that the integration
of City employees into the District's organizational structure has been in
conjunction with the respective labor unions which represent each party's
employees, and that the City and District will have reached agreement with
existing labor unions, and with each other, that the seniority rights of City
Personnel will remain intact and will transfer to their employment with the District.
5.9 Former City Employees. The City shall indemnify, defend, and hold the District
harmless from any and all demands, claims, or actions by former City personnel,
which arise out of, or relate to, the time prior to the date that such City personnel
became employees of the District; provided, however, that the indemnification
shall not apply to any claims arising as a result of the District's actions under the
Interlocal Agreement.
6. ROLLING STOCK (APPARATUS AND VEHICLES)
6.1 Purchase Rolling Stock. The District shall purchase the City Fire Department's
rolling stock (apparatus and vehicles). The District shall accept title and
ownership of such rolling stock in "as is" condition but only if each individual unit
is in a condition reasonably acceptable to the District.
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6.2 Transfer of Title. The City and District shall cooperate and execute such
documents which are necessary to accomplish the transfer of title.
6.3 Rolling Stock Lump Sum Purchase. The District shall make a one-time, lump
sum purchase of City rolling stock within 30 days after the Commencement Date
of this Agreement, specifically for the ladder (1), engines (3), medic unit (1), aid
units (4), utility (1), the 1938 Ford fire engine (1), and six vehicles.
6.4 Purchase Price. The purchase price of each piece of rolling stock shall be the
retail price determined by Fire Trucks Plus, Inc.; or by the Kelly Blue Book; the
acquisition cost of the 1938 Ford Fire Engine; plus the delivered, set-up and
lettered cost of two 2009 Ford E -450s Aid Units manufactured by Braun and
identified in Exhibit G.
6.5 Rolling Stock Records. The sale of rolling stock includes all service and
maintenance, records, and shop manuals for each purchased unit.
6.6 District Apparatus Replacement Schedule. The District has provided current
information regarding existing and proposed Apparatus Replacement Schedule
attached in Exhibit D. The District, in its sole discretion, may elect to purchase
new rolling stock or otherwise assign District rolling stock for use within the City.
6.7 Public Safety Boat. The Public Safety Boat, acquired with a Department of
Homeland Security grant as a county -wide asset and known as Marine 16,
remains the property of the City. Use by the District of Marine 16 for training and
emergencies as a county -wide asset is described in Exhibit H.
7. EQUIPMENT
7.1 Purchase Equipment. The District shall purchase City Fire Department
equipment identified in Exhibit I. Equipment is divided into two categories — (1)
that on the Fire Department Attractive Asset List, and (2) that equipment on-
board rolling stock. There is no duplication between the two lists. The District
shall accept ownership of equipment in "as -is" condition but only if each
individual piece of equipment or ensemble is in reasonably acceptable condition
as determined solely by the District.
7.2 Eguipment Lump Sum Purchase. The District shall make a one-time, lump sum
purchase of City equipment within 30 days after the Commencement Date of this
Agreement.
7.3 Purchase Price. (1) The purchase price for items on the Asset List was
determined by applying a straight-line depreciation to the purchase price, invoice,
and/or estimated present value for each individual item. Straight-line depreciation
is calculated by taking the value of the asset and dividing it by the expected life
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span, then multiplying the expected life span by the age of the asset (value /
years = yearly depreciation x age = depreciation amount). (2) The price for
equipment on -board rolling stock was determined by applying five years of
depreciation based on a ten-year average replacement schedule to the purchase
price of individual items using fire service reference materials including Galls, Life
Assist (EMS hard and soft gear), PMI (technical rescue equipment), and Heiman
Fire Equipment. This equates to 50 percent depreciation to all equipment. The
purchase price and depreciation of each piece of equipment or ensemble is
identified in Exhibit I.
7.4 Equipment Records and Warranties. The sale of equipment includes all service
and maintenance records, and shop manuals. Wherever permitted under the
terms of a contract to purchase a vehicle or equipment transferred to the District
or a warranty relating thereto, the City hereby transfers and assigns its interest
under such warranties to the District. In the event that only the City may exercise
the warranty, the City will cooperate with and use its best efforts to enforce any
warranty regarding equipment provided to the District.
8. OVERSIGHT AND REPORTING
8.1 Agreement Administrators. The District Fire Chief and the City Mayor
and/or their designees, shall act as administrators of this Agreement for
purposes of RCW 39.34.030. During the term of this Agreement, the District Fire
Chief shall provide the Mayor with quarterly reports concerning the provision of
services under this Agreement. The format and topics of the reports shall be
agreed upon by the District Fire Chief and the Mayor. Additionally, two District
Board Commissioner members and two City Council members, along with the
District Fire Chief and the Mayor, shall meet at least once per calendar year, on
or before April 1, for the purpose of communicating about issues related to this
Agreement. The District Fire Chief and the Mayor shall present a joint annual
report to the Edmonds City Council prior to July 31.
8.2 Joint Annual Meeting. In addition to the meeting(s) referred to in Section
8.1 above, the Edmonds City Council and Board of Fire District #1
Commissioners shall meet prior to April 1 of each calendar year at a
properly noticed place and time to discuss items of mutual interest related
to this Agreement.
8.3 Representation on Intergovernmental Boards. The District shall represent the
City on intergovernmental boards or on matters involving the provision of
services under this Agreement as reasonably requested by the Mayor. The City
reserves the right to represent itself in any matter in which the interests of the
City and the District are not mutual or whenever any matter relates to the
appropriation of or expenditure of City funds beyond the terms of this Agreement.
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9. EXISTING AGREEMENTS
9.1 ESCA SNOCOM and SERS. The City currently has contractual relationships
with other entities or agencies including the Emergency Services Coordinating
Agency (ESCA) for all City; Snohomish County Communications Center
(SNOCOM) for Fire, Police, and Public Works; and Snohomish County
Emergency Radio System Agency (SERS) for Fire and Police. The City shall
maintain its representation and financial obligations with those entities or
agencies and will act to represent itself and retain authority to negotiate on its
behalf. At the discretion of the City, the District may provide representation on
behalf of the City on various committees, boards and/or commissions as
requested, as appropriate, and/or as agreed to by mutual agreement of the
parties.
9.2 Mutual and Automatic Aid. The City and District currently have individual
responsibilities and contractual obligations under their respective agreements
with other fire agencies. The District shall assume the City's contractual
responsibility and obligations for the provision of mutual and automatic aid. At
such time as these agreements are renegotiated and re -executed, the District will
represent the City's interests and shall be signatory to the agreements on behalf
of the City.
9.3 Full Information as Basis for Relationship. The City and District agree to
coordinate their individual relationships with other entities and agencies so that
the services under this Agreement will be provided in an efficient and cost
effective manner. The City and District agree to keep each other fully informed
and advised as to any changes in their respective relationships with those
entities or agencies, whether or not those changes impact the City and/or the
District obligations under this Agreement. Notice of any change in the
relationship or obligations shall be provided to the other party in writing in a
timely manner that allows a reasonable opportunity to discuss proposed changes
in relationships or obligations.
9.4 Dispute Resolution. In the event that any dispute between the City and District
cannot be resolved by good faith negotiations between the City and District, then
the dispute resolution provision of this Agreement shall apply.
10. TERM OF AGREEMENT
10.1 20 -Year Agreement. The effective date of this Agreement shall be upon its
execution by the City and District. The Commencement Date of this Agreement
shall be January 1, 2010. This Agreement shall continue in effect for a period of
twenty (20) years from the Commencement Date, until December 31, 2030,
unless terminated earlier as provided herein. After the initial twenty (20) year
term, this Agreement shall automatically renew under the same terms and
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conditions for successive, rolling five (5) year periods unless terminated as
provided herein.
10.2 Material Breach and Wind -Up Period. In the event of a Material Breach of this
Agreement, the City and District shall, unless the City and District mutually agree
otherwise, continue to perform their respective obligations under this Agreement
for a minimum of twelve (12) months after notice of the Material Breach (the
"Wind -Up Period"); provided, however, that the Wind -Up Period shall be 90
(ninety) days if the Material Breach involves the City's failure to make the
Contract Payment; provided further, that during the Wind -Up Period, the City and
District shall coordinate their efforts to prepare for the transition to other methods
of providing fire and EMS service to the City. The City will be responsible for all
payments required herein until the conclusion of the Wind -Up Period.
11. TERMINATION AND RETURN OF ASSETS
11.1 First Five Years. The City and District acknowledge that in entering into this
Agreement, significant financial and personnel resources have been expended.
Therefore, neither the City nor the District may terminate this Agreement within
the first five (5) years following the Commencement Date except for a Material
Breach of this Agreement which the breaching party fails to cure within a
reasonable amount of time after receiving written notice from the non -breaching
party. The City's and the District's intent by this section is to provide both service
stability to citizens and job security to employees.
11.2 Years Six Through Twenty. In addition to terminating this Agreement for a
Material Breach, either party may terminate this Agreement after the first five (5)
years from the Commencement Date by providing the other party with two (2)
years written notice of its intent to terminate during any period of extension.
Notice under this provision may only be given once five years have elapsed after
the Commencement Date.
11.3 Termination Costs. The costs associated with terminating this Agreement shall
be borne by the party who elects to terminate, or in the event of a Material
Breach, by the breaching party, provided that in the following circumstances, the
costs of termination shall be apportioned.
11.4 Termination Due to Change in Law or by Mutual Agreement. In the event that this
Agreement is terminated due to a change in law, each party shall bear its own
costs associated with the termination; or, in the event that the City and District
mutually agree to terminate this Agreement, each party shall bear its own costs
associated with the termination.
11.5 Regional Fire Protection Service Authority. In the event that the District, along
with one or more fire protection jurisdictions, elects to create a Regional Fire
Protection Service Authority Planning Committee ("RFA Planning Committee") as
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provided in RCW 52.26.030, the District agrees to notify the City of its intent and,
subject to approval of the other participating jurisdictions, to afford the City an
opportunity to be a participant on the RFA Planning Committee. Declining the
opportunity to participate in the RFA Planning Committee shall not be construed
as a material breach on the part of the City as defined in the Definitions section
of this Agreement. In the even that a Regional Fire Protection Service Authority
(RFA) or another legally recognized means of providing fire and emergency
medical services is created, inclusive of the City and District, this Interlocal
Agreement will be terminated on the effective date of such Agreement, and
neither the City nor the District shall be considered to have committed a material
breach as defined in the Definitions section of this Agreement.
11.6 Duty to Mitigate Costs. The City and District have an affirmative duty to mitigate
their respective costs of termination, irrespective of the party who elects to
terminate this Agreement and irrespective of the party who must bear the costs
of termination.
11.7 Return of Assets to the City. Regardless of the reason for termination, the City
and District agree that like assets purchased by and transferred to the District as
part of this Agreement shall be returned to the City as described below. This
provision shall not apply to the formation of a RFA in which both the City and the
District are participants.
11.7.1 Purchase Back Rolling Stock. All rolling stock sold under this agreement, or
equivalent apparatus and vehicles in use by the District at the time of termination
shall be purchased back using the same process, methods, and conditions under
which the original purchase was made unless otherwise agreed upon by the
parties.
11.7.2 Purchase Back Eguipment. All equipment sold under this agreement, or
equivalent equipment in use by the District at the time of termination shall be
purchase back using the same process, methods, and conditions under which
the original purchase was made unless otherwise agreed upon by the parties.
11.7.3 Rehire Personnel. In the event of termination within the first five (5) years of this
Agreement by either party for any reason, the City shall rehire the personnel laid
off by the District, up to fifty-four (54) personnel transferred with no loss of
compensation and accumulated benefits. Accrued vacation and sick leave banks
shall be transferred to the City and the District shall pay to the City the current
cash value of the leave banks as determined under the same procedures set
forth in Section 5.3 of this Agreement.
11.7.4 Former District Employees. The District shall indemnify, defend and hold
harmless from any and all demands, claims, or actions by rehired District
personnel, which arises out of or relate to the time that such personnel were
employees of the District, PROVIDED HOWEVER, that the indemnification shall
Interlocal Agreement for Fire and Emergency Medical Service Operations
Page 13 of 21 November 2, 2009
not apply to any claims arising as a result of the City's actions during the term of
the Agreement.
12. DECLINE TO MERGE
12.1 City Declines to Merge. In the event that the District enters into an agreement
with any other fire district that is substantially equivalent to a merger, the City
may decline to be included, and elect to end the Agreement without prejudice or
penalty. The terms and conditions of that termination include written notice
provided in accordance with the provisions of Section 19.1 to the District of the
intent to end the Agreement not more than 90 days after receiving written
notification provided in accordance with the provisions of Section 19.1 from the
District that the District intends to merge with another entity.
12.1.1 Not a Material Breach. The City decision to not merge does not constitute a
Material Breach of the Agreement and none of the penalties associated with a
Material Breach shall apply to the City.
12.1.2 12 -Month Notice. The Agreement will end not more than 12 months after the City
officially notifies the District that it declines to be merged, unless otherwise
agreed to by the parties, and the costs of termination shall be split evenly
between the parties.
12.1.3 City Exit from Agreement. If the City elects to terminate the Agreement because
of an impending merger between the District and one or more other jurisdiction,
the City exit will be under the terms and conditions described in Section 11.7.
13. CITY FIRE DONATION FUND
13.1 Disposition of Fire Donation Funds. Effective on the Commencement Date of this
Agreement, the amount of funds in the Fire Department Donation Fund on
December 31, 2009 shall be forwarded to the District 1 to acquire fire and life
safety tools and equipment not otherwise affordable through the regular budget
process. Tools and equipment subsequently acquired with Donation Fund
monies by the District will be assigned to Edmonds Fire Stations and apparatus
but shall be used without restriction throughout the District service area.
14. TOWN OF WOODWAY
14.1 No Impact on this Agreement. The provision of fire and emergency medical
services to the Town of Woodway by the District has no organizational or
financial impact on the Agreement between the City and the District or the terms
and conditions of said Agreement.
Interlocal Agreement for Fire and Emergency Medical Service Operations
Page 14 of 21 November 2, 2009
15. CITY CIVIL SERVICE COMMISSION
15.1 Civil Service Commission Notification. The City acknowledges that the City of
Edmonds Civil Service Commission has been officially advised of the terms and
conditions of this Agreement.
16. CITY AND DISTRICT ARE INDEPENDENT MUNICIPAL GOVERNMENTS
16.1 Independent Governments. The City and District recognize and agree that the
City and District are independent governments. Except for the specific terms
herein, nothing herein shall be construed to limit the discretion of the governing
bodies of each party. Specifically and without limiting the foregoing, the District
shall have the sole discretion and the obligation to determine the exact method
by which the services are provided within the District and within the City unless
otherwise stipulated within this Agreement.
16.2 Resource Assignments. The District shall assign the resources available to it
without regard to internal political boundaries, but rather based upon the
operational judgment of the District as exercised within the limitations and
obligations of Sections 2.4 through 2.8.
16.3 Debts and Obligations. Neither the City nor District, except as expressly set forth
herein or as required by law, shall be liable for any debts or obligations of the
other.
17. INSURANCE
17.1 Maintenance of Insurance. For the duration of this Agreement, each Party shall
maintain insurance as follows: Each party shall maintain its own insurance policy
insuring damage to its own fire stations, real and personal property and
equipment if any, and "policy" shall be understood to include insurance pooling
arrangements or compacts such as the Washington Cities Insurance Authority
(WCIA). The City shall maintain an insurance policy insuring against liability for
accidents occurring on City owned property. Such insurance policy shall be in an
amount not less than one million dollars ($1,000,000.00) per occurrence with a
deductible of not more than $5,000. The District shall maintain an insurance
policy insuring against liability arising out of work or operations performed by the
District under this Agreement in an amount not less than one million dollars
($1,000,000.00) per occurrence with a deductible of not more than $5,000. The
phrases "work or operations and "maintenance and operations" shall include the
services identified in Section 1. Scope of Services, the services of the Fire
Marshal and the District's Fire Chief, acting in the capacity of City Fire Chief and
any obligation covered by Exhibit B, Section 9.
17.2 Claims of Former City Employees. The City has provided proof of coverage that it
has maintained insurance against claims by former City Personnel for incidents
Interlocal Agreement for Fire and Emergency Medical Service Operations
Page 15 of 21 November 2, 2009
and occurrences which may have occurred prior to the Commencement Date of
the Interlocal Agreement, including but not limited to, injuries, employment
claims, labor grievances, and other work-related claims. Such insurance was at
all times in an amount not less than one million dollars ($1,000,000.00) per
occurrence with a deductible of not more than $5,000. The City will hold
harmless the District and its insurance provider for any such claims, lawsuits or
accusations that occurred prior to the Commencement Date of the Interlocal
Agreement,
17.3 Claims of Former District Employees. The District represents and warrants that it
has maintained insurance against claims by District employees for incidents and
occurrences which may have occurred during the time period prior to the
Commencement Date of the Agreement, including but not limited to injuries,
employment claims, labor grievances, and other work-related claims. Such
insurance was at all times in an amount not less than one million dollars
($1,000,000.00) per occurrence with a deductible of not more than $5,000.
17.4 Hold Harmless. To the extent each party's insurance coverage is not voided,
each party agrees to defend and hold harmless the other party, its officers,
officials, employees and volunteers from any and all claims, costs, including
reasonable attorneys' and expert witness fees, losses and judgments arising out
of the negligent and intentional acts or omissions of such party's officers,
officials, employees and volunteers in connection with the performance of this
Agreement. The provisions of this section shall survive the expiration or
termination of this Agreement.
17.5 Release from Claims. Except as specifically provided in this Agreement, and
except in the event of breach of this Agreement, the District and the City do
hereby forever release each other from any claims, demands, damages or
causes of action related to damage to equipment or property owned by the City
or District or assumed under this Agreement. It is the intent of the City and
District to cover this risk with the insurance noted above.
18. DISPUTE RESOLUTION
18.1 Mediation. It is the intent of the City and District to resolve all disputes between
them without litigation. Excluded from mediation are issues related to the
legislative authority of the Edmonds City Council to make budget and
appropriation decisions, decisions to contract, or establish levels of service under
Section 2.4 of this Agreement and Chapter 35.103 RCW. Policy decisions of the
City Council shall not be subject to review by a mediator; however, this shall not
abridge the right of the District to pursue an increase in the Annual Contract
Payment as a result of such decision. The City and District shall mutually agree
upon a mediator. Any expenses incidental to mediation, including the mediator's
fee, shall be borne equally by the City and District. If the City and District cannot
agree upon a mediator, the City and District shall submit the matter to the
Interlocal Agreement for Fire and Emergency Medical Service Operations
Page 16 of 21 November 2, 2009
Judicial Arbitration and Mediation Service (JAMS) and request that a mediator be
appointed. This requirement to mediate the dispute may only be waived by
mutual written agreement before a party may proceed to litigation as provided
within this agreement.
18.2 Binding Arbitration. If the City and District are unsuccessful in renegotiating the
Contract Payment after having completed mediation, the City and District shall
submit the matter to binding arbitration with the foregoing arbitration service.
Excluded from binding arbitration are issues related to the legislative authority of
the Edmonds City Council to make budget and appropriation decisions, decisions
to contract, or establish levels of service under Section 2.4 of this Agreement and
Chapter 35.103 RCW. Policy decisions of the City Council shall not be subject to
review by an arbitrator; however, this shall not abridge the right of the District to
pursue an increase in the Annual Contract Payment as a result of such decision.
The arbitration shall be conducted according to the selected arbitration service's
Streamlined Arbitration Rules and Procedures. At this arbitration, the arbitrator
shall, as nearly as possible, apply the analysis used in this agreement and
supporting Exhibits to adjust the Contract Payment. The arbitrator may deviate
from such analysis and use principles of fairness and equity, but should do so
sparingly. Unless the City and District mutually consent, the results of any
binding arbitration session shall not be deemed to be precedent for any
subsequent mediations or arbitrations.
18.3 Prevailing Party. In the event either party herein finds it necessary to bring an
action against the other party to enforce any of the terms, covenants or
conditions hereof or any instrument executed pursuant to this Agreement by
reason of any breach or default hereunder or there under, the party prevailing in
any such action or proceeding shall be paid all costs and attorneys' fees incurred
by the other party, and in the event any judgment is secured by such prevailing
party, all such costs and attorneys' fees of collection shall be included in any
such judgment. Jurisdiction and venue for this Agreement lies exclusively in
Snohomish County, Washington.
19. MISCELLANEOUS PROVISIONS
19.1 Noticing Procedures. All notices, demands, requests, consents and approvals
which may, or are required to be given by any party to any other party hereunder,
shall be in writing and shall be deemed to have been duly given if delivered
personally, sent by facsimile, sent by nationally recognized overnight delivery
service, or if mailed or deposited in the United States mail, sent by registered or
certified mail, return receipt requested and postage prepaid to:
District Secretary: City Clerk:
Snohomish County Fire Protection District No. 1 City of Edmonds
12425 Meridian Avenue 121 5th Avenue North
Interlocal Agreement for Fire and Emergency Medical Service Operations
Page 17 of 21 November 2, 2009
Everett, WA 98208
Edmonds, WA 98020
Or, to such other address as the foregoing City and District hereto may from
time -to -time designate in writing and deliver in a like manner. All notices shall be
deemed complete upon actual receipt or refusal to accept delivery. Facsimile
transmission of any signed original document and retransmission of any signed
facsimile transmission shall be the same as delivery of an original document.
19.2 Other Cooperative Agreements. Nothing in this Agreement shall preclude the
City and the District from entering into contracts for service in support of this
Agreement.
19.3 Public Duty Doctrine. This Agreement shall not be construed to provide any
benefits to any third parties. Specifically, and without limiting the foregoing, this
Agreement shall not create or be construed as creating an exception to the
Public Duty Doctrine. The City and District shall cooperate in good faith and
execute such documents as necessary to effectuate the purposes and intent of
this Agreement.
19.4 Entire Agreement. This entire agreement between the City and District hereto is
contained in this Agreement and exhibits hereto; and this Agreement supersedes
all of their previous understandings and agreements, written and oral, with
respect to this transaction. This Agreement may be amended only by written
instrument executed by the City and District subsequent to the date hereof.
Dated this 3 day of 2009
SNOHOMISHCO NTY FIRE PROTECTION DISTRICT N .
By: By
Com sio r Commissioner
By:
Commissioner 6%/ Commissioner
By:
Commissioner
Attest:
Y&U,UJA 4�7A�
District Secretary
Interlocal Agreement for Fire and Emergency Medical Service Operations
Page 18 of 21 November 2, 2009
CITY OF E MONDS
By:
City Mayor
Approved at
By:
&&AfV-
City Attor
Attest: �s.v ,d•
City Clerk
Interlocal Agreement for Fire and Emergency Medical Service Operations
Page 19 of 21 November 2, 2009
Definitions
The following definitions shall apply throughout this Agreement.
a. Com: City of Edmonds.
b. City Fire Chief: The Fire Chief of the City of Edmonds
C. City Fire Department: The Edmonds Fire Department.
d. City Fire Stations: Currently, Fire Station 16, Fire Station 17, and Fire
Station 20.
e. Commencement Date: The date at which the performance and
obligations of the City and District as contained herein begin.
f. City Personnel: The employees of the City of Edmonds Fire Department
as of the Commencement Date who are transferring employment to the
District.
g. Contract Payment: The annual amount that the City will pay to the District
pursuant to this Agreement.
h. District: Snohomish County Fire Protection District No. 1.
Effective Date: The date this Agreement is executed by the City and
District.
District Fire Chief: The Fire Chief of Snohomish County Fire Protection
District No. 1.
k. Firefighter/EMS Personnel: Full-time, compensated employees,
firefighters, emergency medical technicians, or paramedics
Grid Cards: The electronic file within the Computer Aided Dispatch (CAD)
System, which is used to determine fire station response order for Fire
District 1.
M. Insurance: The term "insurance" as used in this agreement means either
valid insurance offered and sold by a commercial insurance company or
carrier approved to do business in the State of Washington by the
Washington State Insurance Commissioner or valid self-insurance through
a self-insurance pooling organization approved for operation in the State
of Washington by the Washington State Risk Manager or any combination
of valid commercial insurance and self-insurance pooling if both are
approved for sale and/or operation in the State of Washington.
Interlocal Agreement for Fire and Emergency Medical Service Operations
Page 20 of 21 November 2, 2009
n. Material Breach: A Material Breach means: the District's failure to provide
minimum staffing levels as described within this Agreement; the City's
failure to timely pay the Contract Payment as described within this
Agreement, or the City's or District's failure to comply within this
Agreement concerning the City's fire stations, equipment and/or
apparatus.
o. Wind -Up Period: The 12 months immediately following formal notification
of a Material Breach by either party except as defined in Section 10.2.
Interlocal Agreement for Fire and Emergency Medical Service Operations
Page 21 of 21 November 2, 2009