RESTATED INTERGOVERNMENTAL AGREEMENT

THIS RESTATED INTERGOVERNMENTAL AGREEMENT (the “Restated IGA”) is made and entered into by and among the governmental entities (the “Parties”) who sign this Agreement. It amends and replaces in its entirety that IGA of June 1, 1989, by and among certain governmental entities (the “1989 IGA”), and becomes effective when signed by three‑fourths (3/4) of the original signatories to the 1989 IGA.

RECITALS

1. The governmental entities entered into the 1989 IGA pursuant to the provisions of Article 11 of Title 29 and Part 2 of Article 1, Colorado Revised Statutes. The 1989 IGA created a separate legal entity known as the El Paso - Teller County Emergency Telephone Service Authority (the “Authority”) and made it responsible for administering the operation of an emergency telephone service program. Among other things, the 1989 IGA made provisions for the organization, administration, and operation of the Authority.

2. As over ten years has elapsed since the creation of the Authority, the original governmental entities still in existence and the Parties have determined that it is appropriate to amend and restate the 1989 IGA in its entirety to properly reflect changes in the law, and to make changes in the organization, administration, and operation of the Authority.

3. The 1989 IGA provides that it may be amended from time to time by the governmental entities who entered into the 1989 IGA, but any amendment shall be in writing and executed by a three‑fourths (3/4) majority of the governmental entities that signed the 1989 IGA by June 1, 1989 and any party who signed the 1989 IGA subsequent to that date.

PURSUANT TO THE RECITALS ABOVE, THE PARTIES HAVE RESTATED THE INTERGOVERNMENTAL AGREEMENT TO READ AS FOLLOWS:

WHEREAS, pursuant to Article 11 of Title 29, Colorado Revised Statutes, as amended, the Parties have the power to enter into agreements for the purpose of providing emergency telephone service; and

WHEREAS, Part 2 of Article 1 of Title 29, Colorado Revised Statutes, as amended, encourages and authorizes governmental entities to enter into intergovernmental agreements of this nature; and

WHEREAS, it would serve the public welfare and be in the best interest of the Parties to create, through an intergovernmental agreement, a central emergency telephone service authority, and provide for its organization, administration, and operation; and

WHEREAS, the Parties desire to enter into this Restated Intergovernmental Agreement for the following purposes:

1) To continue the existence of a separate legal entity known as the El Paso ‑ Teller County Emergency Telephone Service Authority (the “Authority”), which is the legal entity responsible for administering and operating the emergency telephone system; and

2) To define the manner in which each of the Parties will participate in the Authority.

NOW, THEREFORE, in consideration of the recitals above and the mutual covenants hereinafter set forth, the Parties agree as follows:

I. General Provisions:

The Parties hereby continue the existence of the separate legal entity known as the El Paso ‑ Teller County Emergency Telephone Service Authority (also referred to as the El Paso ‑ Teller County 9‑1‑1 Authority), which is responsible for administering the operation of the emergency telephone service (also known as the 9-1-1 system) as described below. The operation of said Authority shall be as is set forth herein and in the Bylaws, Rules, Regulations and Policies of the Authority adopted pursuant to Section IV below.

II. Parties to this Agreement:

The Parties to this Agreement are those which sign this Agreement. They may consist of all or some of the following: El Paso and Teller Counties, the cities, towns, and military installations within said counties, and other governmental entities in El Paso and Teller counties (consisting of the following types: ambulance districts, fire protection districts, health service districts, hospital districts, metropolitan districts, regional service authorities, and law enforcement authorities - collectively and individually referred to as “special districts”), legally existing and currently operating in El Paso and Teller Counties and who receive services from the Authority. Any future city, town, military installation or special district, after having been legally formed, may make a written request to become a signatory to this Agreement. Any new and qualified city, town, military installation, or special district, which becomes a signatory hereto, shall become a Party hereto effective on January 1 of the following year.

III. Board of Directors:

The Authority shall be governed by a Board of Directors (“Board”) consisting of nine (9) members to be selected in the following manner:

Nomination Pool

The Board shall appoint three (3) members to the Board from a list of nominees submitted by any of the Parties (other than the Appointing Authorities listed below), all of whom must be residents of El Paso or Teller Counties.

Nothing in this section shall preclude the Parties hereto (other than the Appointing Authorities) from determining by a majority vote, their choice(s) for appointment. Upon written notice of the selection(s), the Board shall make the appointment(s).

Appointing Authorities

The Board of County Commissioners of El Paso County shall appoint two (2) members of the Board, who must be residents of El Paso County.

The Board of County Commissioners of Teller County shall appoint one (1) member of the Board, who must be a resident of Teller County.

The City Council of the City of Colorado Springs shall appoint three (3) members of the Board, who must be residents of the City of Colorado Springs.

Terms of Appointment

Members of the Board are eligible to serve consecutive terms on the Board, but no member shall serve for more than two (2) consecutive terms. Each term shall be for a period of three (3) years.

Existing Members of the Authority Board

All members of the Board of the Authority who have been duly appointed and are serving pursuant to the provisions of the 1989 IGA shall continue to serve in such capacity, and for the term for which they were appointed.

IV. Rules and Regulations:

The Board may adopt Bylaws, Rules, Regulations, and Policies so long as they do not conflict with Part 2 of Article 1 and Article 11 of Title 29, C.R.S., the provisions of this IGA, or provisions of other laws of the State of Colorado, applicable to the Authority.

V. Powers of the Authority:

The powers of the Authority are derived from this Intergovernmental Agreement and Colorado Revised Statutes § 29-11-101 through 105, as such statute may, from time to time, be amended, or the corresponding provisions of any successor statutory provision. The powers of the Authority include, but are not limited to, tariff setting, expenditures of tariff and other income, equipment purchases, and the general administration of the operation of the emergency telephone system (9-1-1 system), and such powers shall be exercised in compliance with all relevant statutes of the State of Colorado and other laws applicable to the Authority.

VI. Annual Report:

After the completion of its annual audit, the Authority shall prepare and present to the Parties, a comprehensive Annual Report of the Authority’s activities and finances during the preceding year.

VII. Termination of this Restated IGA:

This Restated IGA shall be in full force and effect upon the execution of this Restated IGA by at least three-fourths (3/4) of the governmental entities who were signatories of the 1989 IGA, and shall continue in full force and effect, subject to amendments, or until sooner terminated by the vote of three‑fourths (3/4) of the Parties.

The participation of a Party or Parties in this Restated IGA may be terminated by written notice from the Party or Parties to the Authority at least one hundred eighty (180) days prior to January 1 of any given year. Upon termination of the participation of a Party or Parties pursuant to this provision or for any other cause (other than by a termination of the Restated IGA), such Party or Parties shall forfeit all right, title, and interest in and to any assets of the Authority.

Upon the termination of this Restated IGA by the Parties, as set forth above, the powers granted to the Authority, and exercised by its Board under this Agreement shall continue to the extent necessary to make an effective disposition of the assets of the Authority, and for the payment of any obligations of the Authority.

In the event any Party to this Restated IGA is dissolved or ceases to be a legal entity, the participation of such Party shall cease effective with the date its legal status changed, and such Party shall have no further right, title, or interest in any of the assets of the Authority.

VIII. Amendments to this Restated IGA:

This Restated IGA may be amended by the Parties from time to time, but any amendment shall be in writing and executed by at least three‑fourths (3/4) of the Parties.

IX. Liability of Board of Directors:

The members of the Board of the Authority, and its officers, shall not be personally liable for any acts performed or omitted in good faith. The Authority shall indemnify, defend, and hold harmless members of the Board and its officers from and against claims or judgments of third parties, resulting from the acts or omissions of any Board members or officers of the Authority. The Board may purchase insurance to provide liability and other coverages, as is deemed necessary or appropriate by the Board, for the Authority, the members of its Board, and its officers. In addition, the Authority, the members of the Board, and its officers shall, at all times, be entitled to any immunities provided by law to governmental entities

The Authority may obtain a bond or other security to guarantee the faithful performance of the duties of the Board and its officers

The Parties, by executing this Restated IGA, do not waive any of the duties, privileges, immunities, rights, and limitations of liabilities that such Parties have as a body corporate, governmental entity, political subdivision of the State of Colorado, or as a quasi-municipal corporation, as the case may be, and to the extent permitted by law these duties, privileges, immunities, rights and limitations of liabilities shall extend to and inure to the benefit of the Authority, the members of its Board, and its officers.

X. Severability Clause:

If any provision of this Restated IGA or the application hereof to any Party or circumstances is held invalid, such invalidity shall not affect other provisions or applications of this Restated IGA which can be given effect without the invalid provision or application, and to this end the provisions of this Restated IGA are declared to be severable.

XI. Execution in Counterparts:

A copy of this Restated IGA may be signed by each Party separately, and when each Party has executed a copy thereof, such copies taken together shall be deemed a full and complete Agreement.

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to sign this Restated IGA, and to affix their seal hereon, on the dates set forth below.

APPOINTING AUTHORITIES:

COUNTY OF EL PASO * COUNTY OF TELLER *

BY BY

Date: Date:

CITY OF COLORADO SPRINGS *

Date:

CITIES, TOWNS, MILITARY INSTALLATIONS AND SPECIAL DISTRICTS:

CITY OF CRIPPLE CREEK * CITY OF FOUNTAIN *

BY BY

Date: Date:

CITY OF MANITOU SPRINGS * CITY OF VICTOR *

BY BY

Date: Date:

CITY OF WOODLAND PARK * TOWN OF CALHAN *

BY BY

Date: Date:

TOWN OF GREEN MOUNTAIN FALLS * TOWN OF MONUMENT *

BY BY

Date: Date:

TOWN OF PALMER LAKE * TOWN OF RAMAH *

BY BY

Date: Date:

BLACK FOREST FIRE PROTECTION BROADMOOR FIRE PROTECTION

DISTRICT * DISTRICT *

BY BY

Date: Date:

CALHAN FIRE PROTECTION CASCADE FIRE PROTECTION

DISTRICT DISTRICT *

BY BY

Date: Date:

CIMARRON HILLS FIRE PROTECTION DIVIDE FIRE PROTECTION

DISTRICT * DISTRICT *

BY BY

Date: Date:

DONALD WESCOTT FIRE ELLICOTT FIRE PROTECTION

PROTECTION DISTRICT * DISTRICT *

BY BY

Date: Date:

FALCON FIRE PROTECTION FLORISSANT FIRE PROTECTION

DISTRICT * DISTRICT *

BY BY

Date: Date:

FOUR MILE FIRE PROTECTION GREEN MOUNTAIN FALLS - CHIPITA

DISTRICT PARK FIRE PROTECTION DISTRICT *

BY BY

Date: Date:

HANOVER FIRE PROTECTION MOUNTAIN COMMUNITIES FIRE

DISTRICT PROTECTION DISTRICT

BY BY

Date: Date:

NORTHEAST TELLER COUNTY PEYTON FIRE PROTECTION

FIRE PROTECTION DISTRICT * DISTRICT *

BY BY

Date: Date:

SECURITY FIRE PROTECTION SOUTHWEST HIGHWAY 115

DISTRICT * FIRE PROTECTION DISTRICT

BY BY

Date: Date:

STRATMOOR HILLS FIRE TRI-COUNTY FIRE PROTECTION

PROTECTION DISTRICT * DISTRICT

BY BY

Date: Date:

TRI-LAKES FIRE PROTECTION WOODMEN VALLEY FIRE

DISTRICT * PROTECTION DISTRICT

BY BY

Date: Date:

WOODMOOR-MONUMENT FIRE FORT CARSON ARMY

PROTECTION DISTRICT * POST *

BY BY

Date: Date:

PETERSON AIR FORCE BASE * U.S. AIR FORCE ACADEMY *

BY BY

Date: Date:

* = Signatories of the 1989 IGA