1.1 The purpose of this Agreement is to establish the relationships between, and set the responsibilities of, the parties of the Agreement (a) by the Commission's assessing the Agency's compliance with applicable public safety communication standards established by the Commission in order for the Commission to determine if the Agency is eligible for designation as accredited, and (b) by the Agency's maintaining compliance with those standards by which they were accredited.

2.1 Provide all information, using its best and honest judgment in good faith, requested by the Commission.
2.2 Provide all documents, files, records, and other data as required by the Commission so far as the same may be provided in accordance with laws, regulations, and ordinances of the state, county, locality, or municipality in which the agency is located.
2.3 Conduct a self-assessment as to compliance with applicable standards, and provide full and accurate results thereof to the Commission.
2.4 Provide one or more persons to assist the Commission's representatives, hereafter referred to as the "Assessors," in making the necessary inquiries and assessments of agency information relative to compliance with applicable standards; provide access to files and records; and provide necessary facilities that are requested by the Assessors.*
2.5 Respond to all communications from the Commission within ten (10) business days from the receipt thereof.

3. COMMISSION'S RESPONSIBILITIES: The Commission agrees to:

3.1 Provide necessary documentation, forms, and instructions regarding the accreditation process.
3.2 Provide Assessors for the purpose of conducting an on-site assessment of the Agency's compliance with applicable standards.*
3.3 Promptly analyze compliance data and advise the Agency of the results of the on-site assessment and the need for additional information, if any.*
3.4 Conduct a hearing and certify the Agency as accredited if the relevant standards are complied with.*
3.5 If the Agency is accredited, (a) provide a certificate, and (b) make available indicia of accreditation.
3.6 If the Agency is not accredited following an examination of compliance with applicable standards, provide the Agency with reasons for the Commission's decision.

4. TIME PERIOD COVERED BY THIS AGREEMENT:

4.1 This Agreement shall take effect when the Agency's Chief Executive Officer, or authorized representative, and the Executive Director of the Commission, acting on its behalf, sign the Agreement. This Agreement shall be effective upon signing by the second party.
4.2 The terms and covenants of this Agreement shall terminate in the following circumstances:

(a) Upon expiration of the 24th month following the effective date of this Agreement unless a successful onsite assessment is completed within that period of time or the payment of an annual contract extension fee for additional time; or
(b) Upon written notice by the Agency that it withdraws from the accreditation process; or
(c) Upon termination pursuant to Section 5.2 , 6.1 or 6.2 hereof; or
(d) Upon expiration or revocation of the Agency's accredited status.

4.3 The Commission may, at its discretion, upon request by the Agency, extend this Agreement in accordance with Section 6.4.

5. MODIFICATION:

5.1 There shall be no modifications of this Agreement except in writing, signed by both parties, and executed with the same formalities as this document.
5.2 The Agency recognizes and acknowledges that it will be necessary for the Commission to make reasonable modifications and amendments to this Agreement, fees and other related documents, including but not limited to the accreditation standards and procedures thereto and hereby agrees to endorse all modifications and amendments which the Agency deems reasonable. In the event the Agency deems such modifications or amendments unreasonable, the Commission reserves the right to terminate this Agreement after due consideration thereof by giving notice by registered or certified mail, return receipt requested, that in the event the Agency refuses to accept and execute such modifications or amendments, then and in such event, this Agreement will be terminated.

6. TIME AND MANNER OF PAYMENT:

6.1 The Agency may elect one of two options (lump sum or installments) for payment of the initial accreditation fee, consisting of a service charge, which is not refundable (except as noted in Subsection 6.3), and an estimated assessment charge. Estimated assessment charges are projections of actual assessment expenses. In the event the actual assessment expenses are more than the estimated assessment charges collected, the agency will be billed the overage. In the event the actual assessment expenses are less than the estimated assessment charges collected, the excess amount will be promptly returned to the agency.

Option 1 Lump Sum
X Our agency is authorized 49 full-time employees. The Agency will remit to the Commission a single payment in the lump-sum amount of $8,050.00 upon the signing of this Agreement by the Agency's Chief Executive Officer. The amount of $ -0- is herein remitted to the Commission. Or, Purchase Order No. 00322 is herein remitted to the Commission in the amount of $8,050.00.

OR

Option 2 Installments
_ Our agency is authorized ___ full-time employees. The Agency will remit to the Commission two installments of $_________ each. The first installment is due upon the signing of this Agreement by the Agency's Chief Executive Officer. The second installment is payable by the end of the 11th month from the effective date of this Agreement. The amount of $_________ is herein remitted to the Commission. Or, Purchase Order No. ______ is herein remitted to the Commission in the amount of $__________.

6.2 One month after the initial accreditation award, the agency will be billed the Annual Continuation Fees. The "Annual Continuation Fees" are defined as the service charge and the estimated assessment charge for reaccreditation. The remainder of the Annual Continuation Fees are due in two payments at the 13th and 25th months of the award period. The Commission reserves the right to terminate this Agreement if any of the Annual Continuation Fees payments are delinquent by more than sixty days. Any adjustments to Annual Continuation Fees will be made at the beginning of each reaccreditation award period.
6.3 If the Agency is determined ineligible to apply for participation in the accreditation program, a full refund of all sums paid will be returned to the Agency, less application fees.
6.4 If the Agency requires more than 24 months to complete a successful initial on-site assessment, the Agency agrees to pay a nonrefundable annual extension charge amounting to 55% of the initial service charge in effect on the date of the extension request. At the beginning of each extension period, this annual extension charge shall be recalculated and due, until a successful initial on-site assessment has been achieved or this Agreement has been terminated in accordance with Section 4 supra. The Commission reserves the right to terminate this Agreement if annual extension charge is delinquent by more than sixty days
6.5 If any of Agency's on-site assessments are not successful (i.e., work beyond the assessment is required to achieve compliance with applicable standards), the Agency shall prepay estimated expenses plus a 25% service charge (based on estimated expenses) for a subsequent on-site assessment and/or additional staff/assessor assistance required on- or off- site. Any additional work required must be completed within six months. In the event the actual expenses are more than estimated assessment charges, the agency will be billed the overage. In the event the actual assessment expenses are less than the estimated assessment charges, the Commission will promptly return the excess amount to the Agency.

7. CONFIDENTIALITY:

7.1 The Commission shall receive and hold confidential any and all reports, files, records, and other data obtained from the Agency pursuant to this Agreement. The Commission shall not disclose, distribute, or release to any person or organization, except authorized Agency officials, employees or agents, or upon order of any court, state or federal, any materials or contents thereof, either provided by the Agency or developed by the Commission in the furtherance of its responsibilities under this Agreement. Notwithstanding anything in this Agreement to the contrary including the above, the Commission is authorized, but not required, in the exercise of its sole discretion, to conduct an open meeting regarding the Agency's candidacy for accreditation or, its continued compliance with applicable standards, including but not limited to all factual matters relating to the assessment, appraisal, and determination of accreditation, and all comments which form a basis for the opinion either in favor of or against accreditation, unless specifically notified by the Agency in writing to the contrary, in which case such meeting shall be closed to the public. Nothing herein shall be construed to require the Commission to conduct all or part of its meeting in public, including but not limited to the right of the Commission, in the exercise of its sole discretion, to terminate an open meeting at any time and conclude such meeting in a closed session.
7.2 In response to inquiries concerning the Agency, the Commission's reply will be to identify the Agency's status as categorized in Chapter III of the Accreditation Process Book, as amended from time to time. All other requests for information will be directed to the. Agency's Chief Executive Officer.

8. NEWS RELEASES:

8.1 Notwithstanding any provision of this Agreement to the contrary, the Commission shall have the right to identify the Agency in news releases and its publicity program after the Agency's on-site assessment has been scheduled; the purpose of said news release and publicity program will be to identify the Agency as seeking accreditation. Other news releases may be made by the Commission in accord with Chapter III of the Accreditation Process Book as amended from time to time. Where specific mention of the Agency is used in this regard, a copy of the news release or publicity material will be provided to the Agency for its information.
8.2 The Agency shall provide the Commission with a copy of all its news releases or publicity material concerning its accreditation activities.

9. THE COMMISSION AS AN INDEPENDENT CONTRACTOR:

9.1 In all matters pertaining to this Agreement, the Commission shall be acting as an independent contractor, and neither the Commission nor any officer, employee, or agent of the Commission will be deemed an employee of the Agency. The selection and designation of the personnel of the Commission in performance of its responsibilities under this Agreement shall be made by the Commission.
9.2 In all matters pertaining to this Agreement and the relationship between the parties thereto, the Executive Director of the Commission will act in the name of the Commission.

10. INDEMNIFICATION:

10.1 The Agency shall indemnify and hold harmless the Commission from all claims, demands, suits, and actions, including costs of defense and reasonable attorneys fees, against the Commission as a result of the distribution by the Agency to third persons of any reports, results of analyses, recommendations, or other communications furnished to it by the Commission.
10.2 The Agency shall indemnify and hold harmless the Commission, its officers, employees, and agents from any and all liability, loss or damage, including costs of defense and reasonable attorneys fees, which may be suffered or incurred as a result of claims, demands, suits, or actions arising out of the performance of either party to this Agreement.
10.3 The person signing on behalf of the Agency hereby represents and warrants that he or she has the power and authority to execute this Agreement and to bind said Agency to all terms and covenants contained herein including, but not limited to, the provisions of this Section 10.

11. INTEGRATION:

11.1 This instrument embodies the whole Agreement of the parties. The parties warrant that there are no promises, terms, conditions, or obligations other than those contained herein. This Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto.

12. SEVERABILITY:

12.1 If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement and the application of such provisions to persons or circumstances other than those to which it is held invalid shall not be affected thereby.

13. CHOICE OF LAW:

13.1 This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the law of the state of Virginia.

14. MAINTAINING THE AGENCY'S ACCREDITATION STATUS:

14.1 When the Agency is awarded accreditation by the Commission, the Agency agrees to maintain compliance with those applicable standards under which accreditation was awarded. After award of accreditation, the Agency agrees to (a) file annual reports by the 13"' and 25th months, on forms supplied by the Commission that certify to its continuing compliance, and (b) promptly notify the Commission when it cannot or does not maintain compliance with applicable standards.
14.2 As regards maintaining the agency's accreditation status, the Agency and the Commission acknowledge and agree to be bound by the provisions of the Accreditation Process Book, as amended from time to time.

15. WARRANTY NOT INTENDED OR IMPLIED:

15.1 It is understood that the Commission's award of accreditation does not constitute a warranty, express or implied, of total or continued compliance by the Agency with all applicable standards of accreditation and, further, that it is not a substitute for the Agency's ongoing and in-depth monitoring and evaluation of its activities and the quality of its services.

16. WAIVER:

16.1 Any waiver by the Commission or any breach of this Agreement by the Agency shall relate only to that particular breach and shall not amount to a general waiver.

17. NOTICE:

17.1 Any notice between the parties shall be in writing and sent postage prepaid, to the addresses as specified in the preamble of this Agreement or to such other address as either party may specify in writing in accordance with this section.

18. HEADINGS:

18.1 The headings of this Agreement shall not be deemed part of it and shall not in any way affect its construction.

19. CONSENT TO BE BOUND:

19.1 The Agency has read the following documents and agrees to and accepts them:

(a) The Standards Manual of the Public Safety Communications Agency Program, as amended from time to time;
(b) Accreditation Process Book, as amended from time to time; and
(c) Self-assessment Manual, as amended from time to time.

19.2 All disputes arising under this Agreement or the enforcement, execution, or any other actions, relative to this Agreement or any other agreement, standard, rule, or regulation, pertaining to the accreditation process and the maintenance of accreditation thereafter, will be arbitrated in the City of Fairfax, Virginia, pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall have no authority to award punitive damages or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. Neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties, unless required to do so by order of a governmental authority, or as required by either party's auditors in connection with the preparation of audited financial statements, or as required by the disclosure requirements of any securities law or regulation, or if a petition to enforce arbitration is necessary to be filed with a court of competent jurisdiction.

*This provision applies only after payment of on-site assessment costs by the agency.

ADM25-9/98

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