HomeMy WebLinkAbout2012-03-27 - Douglas County - Interlocal Agreements GeneralThad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 AGR Page: 1 of 14 $0.00 TRANSPORTATION AND LAND SERVICES
,a
1 Return Document to: Douglas County TLS
2 490 19th Street N.W.
3 East Wenatchee, WA 98802
4
5 Document Title: Amended and Recompiled Interlocal Cooperative Agreement
6 Related documents: Interlocal Cooperation Agreement, AFN 3097710, Amendment to
7 Interlocal Cooperation Agreement, Second Amendment to Interlocal
8 Cooperation Agreement, AFN 3049436
9 Grantor: Douglas County
10 Grantee: City of East Wenatchee
11 Legal Description: N/A
12 Parcel Number(s): N/A
13
14
15
16
17 AMENDED AND RECOMPILED INTERLOCAL COOPERATION AGREEMENT
18 BETWEEN DOUGLAS COUNTY AND CITY OF EAST WENATCHEE
19 FOR STORM AND SURFACE WATER MANAGEMENT
20
21 This Agreement is made by and between Douglas County and the City of East
22 Wenatchee.
23
24 WHEREAS, the public health, welfare, and safety of the residents and property
25 owners within the City and the unincorporated areas of the County require the control
26 and conveyance of storm and surface water runoff within and around the greater East
27 Wenatchee area;
28
29 WHEREAS, the County and City adopted the Douglas County Comprehensive
30 Flood Hazard Management Plan in 1995 pursuant to RCW Chapter 86.26, to respond
31 to the recurring flooding problems in the greater East Wenatchee area;
32
33 WHEREAS, several public meetings were conducted and a Citizens Advisory
34 Committee created to obtain public input, resulting in the conclusion that a Storm Water
35 Utility should be created to provide a stable funding mechanism to pay for
36 improvements to the drainage system, as well as for the operation and maintenance;
37
38 WHEREAS, the Parties have previously entered into an Interlocal Cooperation
39 Agreement for the purpose of controlling, regulating, and managing storm and surface
40 water runoff within and around the greater East Wenatchee area; together with an
41 Amendment to the Interlocal Cooperation Agreement, and a Second Amendment to the
42 Interlocal Cooperation Agreement;
43
44 WHEREAS, the County's Board of Commissioners authorized the execution of
45 this Agreement;
46
47 WHEREAS, the City's Council authorized the execution of this Agreement;
48
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 1
(3/12/12)
Thad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 Page: 2 of 14
1 WHEREAS, the Parties enter into this interlocal cooperation agreement under
2 the authority of RCW Chapter 39.34 to provide for the joint and/or cooperative exercise
3 of their powers, privileges and authorities to manage storm and surface waters and to
4 amend and recompile their Interlocal Cooperation Agreement, Amendment to Interlocal
5 Cooperation Agreement and Second Amendment to the Interlocal Cooperation
6 Agreement.
7
8 NOW, THEREFORE, in consideration of the premises and promises, terms and
9 conditions set forth below, it is hereby agreed as follows:
10
11 ARTICLE 1
12 DEFINITIONS
13
14 "Agreement" means this agreement and all amendments, modifications, and
is clarifications.
16
17 "Board" or "Board of Commissioners" means the legislative authority of the County.
18
19 "City" means the City of East Wenatchee, Washington, a municipal corporation
20 organized and existing under the laws of the State of Washington, and particularly those
21 set forth at RCW Title 35A.
22
23 "CIP" means the storm and surface water management Capital Improvement Plan
24 adopted by the City and County.
25
26 "City Council" means the legislative authority of the City.
27
28 "CFHMP" means the 1995 Douglas County Comprehensive Flood Hazard
29 Management Plan, as may be amended, adopted by the City and County pursuant to
30 RCW Chapter 86.26.
31
32 "County" means Douglas County, Washington, a political subdivision organized and
33 existing under the Washington State Constitution and the laws of the State of
34 Washington, and particularly those set forth at RCW Title 36;
35
36 "Facilities" means the publicly owned storm and surface water conveyance, control,
37 and/or detention/infiltration facilities and improvements, together with applicable lands
38 and easements.
39
40 "Improvements" means those improvements to or comprising Facilities.
41
42 "Management Team" means the committee established by this Agreement to
43 administer day-to-day operations and to make recommendations for policies,
44 procedures and budgets to the Parties, and that is composed of one (1) County
45 Commissioner, one (1) member of the City Council, the County Engineer, the County
46 TLS Administrator, the City Engineer and the City Associate Engineer.
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 2
(3/12/12)
Thad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 Page: 3 of 14
1
2 "New Capital Facilities and Improvements" are facilities and improvements that are
3 publicly owned and/or operated which address stormwater quantity an/or quality. This
4 may include but not be limited to stormwater collection, conveyance, treatment,
5 retention/detention facilities and capital projects related to pollution prevention and good
6 housekeeping for municipal operations.
7
8 "Obligation" or "Obligations" means those loans, bonds, warrants, or other
9 indebtedness issued or obtained to own, operate or maintain Facilities and
10 Improvements.
11
12 "Party" or "Parties" means, individually or collectively, the City and the County.
13
14 "Rates" means rates, fees and charges for service fixed and imposed pursuant to RCW
15 Chapters 36.89 or 35.67.
16
17 "Service" means storm and surface water control and disposal facilities, improvements,
18 operations and maintenance, including all related planning and administration furnished
19 pursuant to this Agreement within the service area.
20
21 "Service Area" means that portion of the Greater East Wenatchee Area that is the
22 Utility, as recommended by the Management Team and jointly approved by the
23 independent action of the City and County.
24
25 "Utility" or "Utilities" means the Storm Water Utility to be created by each of the
26 Parties pursuant to this Agreement.
27
28 ARTICLE II
29 PURPOSE
30
31 2.01 The purpose of this Agreement is to jointly and/or cooperatively implement the
32 recommendations and achieve the goals of the CFHMP through each Party's
33 independent creation of a Utility and the sharing of improvements, maintenance,
34 operation and revenues.
35
36 2.02 Except for existing claims, projects or other matters approved under the previous
37 Interlocal Agreements, this Agreement amends, supersedes and recompiles the Parties'
38 Interlocal Cooperation Agreement executed in March 1998, AFN 3097710, the
39 Amendment to Interlocal Cooperation Agreement executed in April 1999, and Second
40 Amendment to the Interlocal Cooperation Agreement executed in May 2002, AFN
41 3049436. This Agreement does not amend or supersede the Interlocal Cooperation
42 Agreement between the Parties for storm water utility billing and collection executed in
43 May 2002, AFN 3049435.
44
45 2.03 This Agreement is limited to the above purposes and does not apply to any other
46 power, privilege or authority which may be exercised by the Parties.
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 3
(3/12/12)
Thad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 Page: 4 of 14
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
ARTICLE III
OWNERSHIP
3.01 The City and County shall own the Facilities within their respective jurisdictions.
Ownership shall transfer upon changes in the City's boundaries.
3.02 The City and County shall jointly own equipment and other personal property
purchased by the Storm Water Utility.
ARTICLE IV
DUTIES OF THE PARTIES
In addition to each Party's duty to perform each and every agreement, term and
condition of this Agreement, the Parties agree as follows:
4.01 Creation of Utilities.
A. The City shall create a Storm Water Utility pursuant to RCW Chapter 35.67.
B. The County shall create a Storm Water Utility pursuant to RCW Chapter
36.89.
4.02 Establishing Utility Rates, Fees and Charges
A. All Utility rates, fees and charges shall be adopted independently by the City
and the County, shall be identical, and shall be fair, equitable and uniform
through the Service Area.
B. Utility rates, fees and charges shall be developed by the Management Team
using a public participation process, with recommendations submitted to the City
Council and the Board of Commissioners for review and action.
C. Neither Party shall levy, impose or assess any tax, license fee or franchise
fee upon or against the Utility, its Facilities, its revenue, or its Utility rates, fees or
charges.
4.03 Policies and Standards. Each Party shall adopt identical policies and standards
for storm and surface water management.
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 4
(3/12/12)
Thad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 Page: 5 of 14
1
2
3 ARTICLE V
4 FINANCING AND BUDGETS
5
6 5.01 Financing. The funding for maintenance, operations, improvements and new
7 Facilities, compliance with applicable state and federal stormwater regulations, as well
8 as Obligations, shall be based upon a utility approach. Improvements and Facilities shall
9 be initially funded by Obligations payable through Utility revenues generated by service
10 fees and system development charges. All fees and charges against properties shall be
11 assessed on a fair, equitable and uniform basis through the Service Area.
12
13 5.02 Special Fund. All revenues of each Utility shall be held in a special fund by the
14 Douglas County Treasurer, designated as "Joint Operating Fund of the Greater East
i5 Wenatchee Storm Water Utilities."
16
17 5.03 Budget. The Management Team shall prepare and submit all budget requests
18 and amendments as may be required to provide services, including compliance with
19 NPDES regulations and other stormwater mandates, and to construct and maintain
20 facilities and improvements. All budget requests and amendments shall be submitted to
21 the City Council and the Board of Commissioners. No budget request or amendment
22 shall be effective until independently approved by the City Council and the Board of
23 Commissioners. Neither party shall unreasonably deny or delay the approval of the
24 budget or any amendments thereto.
25
26 5.04 Accounting. All accounting and financial transactions related to the Greater East
27 Wenatchee Storm Water Utilities' funds shall be conducted through the County. All
28 accounting procedures shall be in accordance with applicable federal and state
29 requirements, Generally Accepted Accounting Principles (GAAP), state law, and
30 methods prescribed by the Washington State Budgeting, Accounting and Reporting
31 System (BARS).
32
33
34 ARTICLE VI
35 ADMINISTRATION
36
37 6.01 Executive Authority
38
39 A. The Management Team shall have the full power and authority to operate and
40 manage the Utility in accordance with the terms and provisions of this
41 Agreement, the jointly approved budgets, and the respective ordinances of the
42 City and the County.
43
44 B. The County shall, pursuant to the City and County approved policies,
45 standards and budgets have the full power and authority to bill and collect
46 service fees and charges, as well as to enforce and foreclose statutory liens,
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 5
(3/12/12)
Thad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 Page: 6 of 14
1 against all properties within the entire Service Area, including those properties
2 within the City.
3
4 C. To the extent consistent with and authorized by the City and County approved
5 policies, standards and budgets, the City hereby irrevocably authorizes and
6 directs the County to act for it and on its behalf, as well as on behalf of the
7 County and the Utility, in the creation and or issuance of Obligations for the
8 benefit of the Utility. All such Obligations shall be valid and binding against the
9 County in accordance with their terms. The lender, underwriter, holder or owner
10 of any Obligation shall not be required to inquire into any procedure or
11 proceeding by the Utility or by the City to determine the County's authority. The
12 City guarantees payment to the County of the City's proportionate share of all
13 obligations of the Utility.
14
15 6.02 Limitations on Executive Authority.
16
17 A. No Obligation may be incurred, issued or assumed for or on behalf of the
18 Parties or the Utility that is payable from a source other than the revenues and
19 assets of the Utility.
20
21 B. The exercise of any police power relating to the enforcement of storm and
22 surface water control and disposal functions and Facilities within each Parry's
23 jurisdiction by way of criminal proceedings or civil penalty is reserved to that
24 Party.
25
26 C. All decisions of a Land Use or Regulatory nature within a Part's respective
27 jurisdiction shall continue to be that Party's responsibility.
28
29 6.03 Daily Administration by Management Team.
30
31 A. The Parties hereby form and establish a managaement team to administer
32 day-to-day operations and to make recommendations for policies, procedures
33 and budgets to the Parties.
34
35 B. The Management Team shall have the following duties and responsibilities,
36 together with those additional duties and responsibilities assigned to the
37 Management Team by the Parties:
38
39 1. To conduct the day-to-day operations and maintenance of the Facilities
40 within the approved maintenance and operations budget.
41
42 2. To develop specific maintenance standards and schedules to ensure
43 proper operation of all conveyance and storage facilities, such standards
44 and schedules subject to review and approval by the City Council and the
45 Board of Commissioners.
46
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 6
(3/12/12)
Thad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 Page: 7 of 14
1
2 3. To submit proposed annual budgets for review and approval of the Board
3 of Commissioners and the City Council.
4
5 4. To prepare and submit operations reports in February and September.
6 The reports shall outline stormwater utility activities and may be utilized
7 during the annual budget process.
8
9 5. To prepare and maintain, as part of the annual budgeting process a six-
10 year CIP that prioritizes and schedules construction of new Facilities for
11 review and adoption by the City Council and the Board of Commissioners.
12
13 6. To investigate and pursue all available funding sources for projects
14 identified in the CIP.
15
16 7. To receive, review and investigate all citizen complaints relating to
17 operations and maintenance of Facilities and appeals relating to rate
18 assessments. Tort claims shall be addressed by appropriate legal
19 counsel for the City or County with input and assistance from the
20 Management Team.
21
22
23 6.04 Records. Each Party shall have access to all Utility facilities, operations and
24 maintenance records and other related documentation of the other Party. Records and
25 other documentation for construction of new facilities and improvements shall be
26 compiled and maintained by the City and County, under the direction of the
27 Management Team.
28
29 ARTICLE VII
30 CAPITAL FACILITIES AND IMPROVEMENTS
31
32 7.01 Design, Construction and Maintenance Standards. The City and the County
33 shall jointly develop design, construction, and maintenance standards, which shall be
34 applied to all facilities and improvements in the service area, whether public or private,
35 and shall be consistent with the CFHMP and the adopted six -year CIP plan. Public
36 facilities and improvements outside the service area may be constructed and/or
37 maintained if such facilities and improvements benefit either one or both Utilities. Each
38 Party shall be responsible for the review and approval of such facilities and
39 improvements within its respective jurisdiction. A Party may permit facilities or
40 improvements on public property or dedicated right-of-way and may accept ownership
41 of such facilities and improvements only if all design and construction standards are
42 strictly met.
43
44
45 7.02 New Public Facilities and Improvements. New capital facilities and
46 improvements shall be constructed under the supervision and/or direction of the project
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 7
(3/12/12)
Thad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 Page: 8 of 14
1 lead as designated by the Management Team and in accordance with the schedule
2 developed by the Management Team and approved independently by the City Council
3 and the Board of County Commissioners.
4
5 7.03 New Development Impacts. The City and the County shall agree upon and each
6 independently adopt identical policies and standards that require that all new
7 development, as a condition of permit approval, to contribute its fair share of the cost of
8 facilities required to support such development. Contributions by new development shall
9 be in the form of system development charges paid to the Utility, developer constructed
10 improvements, or such other forms as may be agreed upon by the Parties.
11
12 7.04 Existing Facilities. The City and County acknowledge the relationship between
13 street/road maintenance and maintenance of Utility facilities. The Utility shall maintain
14 all publicly owned drainage, conveyance, storage, detention and infiltration facilities
15 within the service area.
16
17
18
19 ARTICLE VIII
20 DIRECT SUPPORT REIMBURSEMENT AND THIRD PARTY CONTRACTS
21
22 8.01 Reimbursement to Parties. The Utility shall reimburse the City and the County
23 for all support supplied to the Utility. Such support shall include administrative and
24 accounting staff, professional staff, maintenance staff and equipment. Personnel costs
25 shall be reimbursed based upon actual hourly rate and benefits costs. Equipment costs
26 shall be reimbursed based upon a scheduled agreed upon by the Parties.
27
28 8.02 Third Party Contracts. The County may, as permitted by law, enter into separate
29 agreements with third parties to perform work for or furnish professional services to the
30 Utility.
31
32 8.03 Emergencies. Emergency response due to flooding shall be consistent with the
33 plan developed by the Management Team and each Party shall be reimbursed by the
34 Utility for the personnel and equipment used in such response.
35
36 ARTICLE IX
37 COMMENCEMENT AND TERMINATION OF AGREEMENT
38
39 9.01 Commencement. This Agreement shall commence pursuant to Section 14.06.
40
41 9.02 Termination. This Agreement may be terminated, in whole or in part, at any time
42 by the joint action of the legislative authorities of the Parties. This Agreement may be
43 unilaterally terminated by one of the Parties, without cause, so long as there are no
44 outstanding Facilities obligations assumed or incurred by the Utilities or the Parties, by
45 providing, prior written notice to the other party not less than six (6) months before the
46 end of the current fiscal year.
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 8
(3/12/12)
Thad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 Page: 9 of 14
1 9.03 Disposition of Assets and Liabilities. Upon termination by one or both
2 Parties, the Facilities located within the City shall be transferred to the City and the
3 Facilities located within the unincorporated areas of the County shall be transferred to
4 the County. Equipment and other personal property of the Storm Water Utility and/or
5 the net proceeds from the sale of such assets, shall be distributed to the parties
6 proportionately to their contributions to the Storm Water Utility. In lieu of distribution, the
7 Parties may agree for the Parties' purchase of equipment or other personal property
8 and payment to the other party. Each Party shall assume and pay the obligations
9 remaining due for the Facilities, equipment and personal property it receives upon
10 dissolution and thereafter indemnify and hold the other Party harmless therefrom.
11
12 ARTICLE X
13 INSURANCE
14
i5 10.01 Insurance Required. Each Party shall obtain and maintain insurance policies
16 having minimum coverage of Two Million Dollars ($2,000,000) to meet all legal and
17 social responsibilities for creation of the Utilities and ownership, maintenance and
18 operation of the Facilities, including without limitation, general liability, public liability,
19 professional liability, errors and omissions, officers and directors' liability, property
20 insurance, and workmen's compensation coverage.
21
22 10.02 Policy Provisions. Limits, deductibles, stop loss provisions, and/or exclusions
23 contained in such policies must be approved by the Parties.
24
25 10.03 Additional Insureds and Certificate. If permitted by its insurers, each Party, its
26 departments, elected and appointed officials, employees and agents, shall be named as
27 additional insureds on such policies. Such policies of insurance shall not be subject to
28 reduction in coverage or cancellation without thirty (30) days prior written notice to the
29 Parties. Each Party provide Certificates of Insurance to the other Party as evidence of
30 its compliance with these insurance requirements.
31
32 ARTICLE XI
33 CLAIMS AND INDEMNITY
34
35 11.01 Claims. Claims shall be received, reviewed and investigated by the
36 Management Team. Uninsured or underinsured claims directly and solely related to
37 Facilities shall be paid from Utility funds and/or revenues.
38
39 11.02 Indemnity. To the extent of its comparative liability, each Party shall indemnify,
40 defend and hold the other Party, its departments, elected and appointed officials,
41 employees, and agents, harmless from and against any and all claims, damages, losses
42 and expenses, including attorney's fees, for any bodily injury, sickness, disease, or
43 death, or any damage to or destruction of property, including the loss of use resulting
44 therefrom, which are alleged or proven to be caused in whole or in part by a negligent
45 act or omission of the Party, its officers, directors, and employees with respect to the
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 9
(3/12/12)
Thad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 Page: 10 of 14
1 performance of this Agreement, the creation of the Utilities, and the ownership,
2 operation and maintenance of the Facilities.
3
4 11.03 Waiver of Subrogation. Each Party waives indemnity and claims for
5 contribution against the other Party to the extent that its damages, losses or expenses
6 are paid by insurance and such policy permits waiver.
7
8 ARTICLE XII
9 PERFORMANCE OF AGREEMENT
10
11 12.01 Compliance with All Laws. Each Party shall comply with all federal, state and
12 local laws, rules, regulations and ordinances applicable to the performance of this
13 Agreement, including without limitation all those pertaining to wages and hours,
14 confidentiality, disabilities and discrimination.
15
16 12.02 Maintenance and Audit of Records. Each Party shall maintain books, records,
17 documents and other materials relevant to its performance under this Agreement which
i8 sufficiently and accurately reflect any and all direct and indirect costs and expenses
19 incurred or paid in the course of performing this Agreement. These records shall be
20 subject to inspection, review and audit by either Party or its designee, the Washington
21 State Auditor's Office, and authorized federal agencies. Each Party shall retain all such
22 books, records, documents and other materials for seven (7) years after the record was
23 created or as required by project funding guidelines whichever is greater.
24
25 12.03 On -Site Inspections. Each Party or its designee may evaluate the performance
26 of this Agreement through on -site inspection to determine whether performance is in
27 compliance with the standards set forth in this Agreement, and in compliance with
28 federal, state and local laws, rules, regulations and ordinances, and in compliance with
29 jointly adopted policies and procedures of the Utilities.
30
31 12.04 Rights in Data and Work Product. Unless otherwise agreed upon by the
32 parties in writing, all data, reports, documents, pamphlets, advertisements, books,
33 magazines, surveys, studies, computer programs, films, tapes, sound reproductions,
34 educational courses and materials and other work product which originates from the
35 performance of this Agreement shall be "works for hire' and shall be the joint property of
36 the Parties.
37
38 12.05 Improper Influence. Each Party agrees, warrants and represents that it did not
39 and will not employ, retain or contract with any person or entity on a contingent
40 compensation basis for the purpose of seeking, obtaining, maintaining or extending this
41 Agreement. Each party agrees, warrants and represents that no gratuity whatsoever
42 has been or will be offered or conferred with a view towards obtaining, maintaining or
43 extending this Agreement.
44
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 10
(3/12/12)
Thad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 Page: 11 of 14
1 12.06 Conflict of Interest. The elected and appointed officials and employees of the
2 Parties shall not have any personal financial interest, direct or indirect, which gives rise
3 to a conflict of interest as defined by Washington law.
4
5 ARTICLE XIII
6 DISPUTES
7
8 13.01 Time. Time is of the essence of this Agreement.
9
10 13.02 Conflict. In the event of conflict among the terms and conditions of this
11 Agreement and federal, state or local law, the inconsistency shall be resolved by giving
12 precedence of interpretation in the following order:
13
14 1. Applicable federal case law, statutes and regulations; then
15 2. Applicable Washington case law, statutes and regulations; then
16 3. The terms and conditions of this Agreement; then
17 4. The terms and conditions of the each Utility established pursuant to this
18 Agreement; then
19 5. The policies and procedures jointly approved by the Parties for operation and
20 maintenance of the Utilities.
21
22 13.03 Waiver Limited. A waiver of any term or condition of this Agreement must be in
23 writing and signed by the waiving Party. Any express or implied waiver of a term or
24 condition of this Agreement shall apply only to the specific act, occurrence or omission
25 and shall not constitute a waiver as to any other term or condition or future act,
26 occurrence or omission.
27
28 13.04 Compliance Review Process and Corrective Action. In the event of non-
29 compliance with any term or condition of this Agreement, a Party may provide written
30 notice of non-compliance to the other Party. The non -compliant Party shall have thirty
31 (30) days from receipt of such written notice to implement fully corrective action and to
32 provide adequate assurances of continuing future compliance: provided, that the non-
33 compliant party shall have only three (3) business days to demonstrate its compliance
34 and to provide adequate assurances if the non-compliance presents a clear and
35 imminent danger to the health and well-being of the public, a clear violation of federal or
36 state laws, rules or regulations specifically found to be of imminent concern and
37 requiring immediate corrective action, a breach of the time limits for performance under
38 this Agreement, or an imminent loss of federal or state funding of this Agreement.
39
40 13.05 Dispute Resolution.
41
42 A. Informal Mediation. Disputes regarding the ownership, operation and
43 maintenance of the Facilities and jointly adopted policies and procedures, other
44 than those which relate to non-compliance requiring only a three (3) day notice
45 pursuant to the preceding subparagraph, shall be informally mediated by a panel
46 comprised of a City elected official appointed by the City Council, a member of
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 11
(3/12/12)
Thad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 Page: 12 of 14
1 the County's Board of Commissioners appointed by the Board, and a third
2 person agreed upon by the two. The panel shall attempt to resolve the dispute
3 between the Parties through discussion and negotiation among the panel
4 members. There shall be no presentation of evidence or argument to the panel.
5 Decisions of the panel shall not be binding on the Parties and all discussions and
6 negotiations among the panel members shall remain confidential and privileged.
7
8 B. Arbitration. In the event that informal mediation does not resolve a dispute
9 between the Parties, the dispute shall be submitted to arbitration pursuant to
10 RCW Chapter 7.04, et. sec.., except as hereafter modified. Such arbitration shall
11 be before one disinterested arbitrator, if one can be agreed upon by the parties.
12 If one arbitrator cannot be agreed upon, then the City shall appoint one arbitrator,
13 the County shall appoint one arbitrator, and a third arbitrator shall be appointed
14 by the two. If all arbitrators have not been appointed within ten (10) days after a
15 written notice of demand for arbitration is served by one party to the other, then
16 either party may apply to the Chelan County Superior Court, upon not less than
17 five (5) days written notice to the other, for appointment of the necessary
18 arbitrators remaining to be appointed. The judicial appointment(s) shall be final,
19 conclusive and binding. The controversy shall be resolved and determined in
20 accordance with the laws of Washington as applied to the facts found.
21 Remedies, both equitable and legal, including injunctive relief, may be granted.
22 The decision shall be final, conclusive and binding on the Parties and a judgment
23 confirming the decision may be entered in the Chelan County Superior Court.
24
25 13.06 Attorney's Fees. If any legal action or other proceeding is brought for the
26 enforcement of this Agreement, or because of an alleged dispute, breach, default, or
27 misrepresentation in connection with any of the provisions of this Agreement, each party
28 shall pay its own attorney's fees and other costs incurred in that action, arbitration or
29 proceeding.
30
31 13.07 Governing Law and Venue. This Agreement shall be governed exclusively by
32 the laws of the State of Washington. The Chelan County Superior Court shall be the
33 sole proper venue for any and all suits brought to enforce or interpret the provisions of
34 this Agreement.
35
36 ARTICLE XIV
37 GENERAL PROVISIONS
38
39 14.01 Assignment. The Parties may not assign any rights or delegate any duties
40 under this Agreement, whether by assignment, subcontract or other means. Any such
41 attempted assignment or delegation shall be void and shall constitute a material breach
42 of this Agreement.
43
44 14.02 Entire Agreement. This Agreement constitutes the entire agreement between
45 the Parties. There are no understandings or agreements between parties other than
46 those set forth in this Agreement and in the appendices. No other statement,
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 12
(3/12/12)
Thad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 Page: 13 of 14
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
representation or promise has been made to induce the Parties to enter into this
Agreement.
14.03 Modification. This Agreement may not be amended, supplemented or
otherwise modified unless expressly set forth in a written agreement signed by the
Parties and adopted by resolution of each Parties' legislative authority.
14.04 Invalid Provisions. If any portion of this Agreement, or its application to any
person or circumstances, is held or determined to be invalid, such holding or
determination shall not affect the validity or enforceability of any other term or provision
and the application of this Agreement to other persons or circumstances shall not be
affected.
14.05 Counterparts. This Agreement may be executed by the parties using duplicate
counterparts.
14.06 Filing and State Approval. Pursuant to RCW 39.34.040, this Agreement shall
be filed with the County Auditor and the City Clerk prior to its entry into force. To the
extent any state officer or agency has control over the services or facilities which may
be the subject of this Agreement, then this Agreement shall be submitted to such state
officer or agency for approval pursuant to RCW 39.34.050 prior to its entry into force.
Adopted: 17 CITY OF EP�ST WEN�TTEE
n
, Mayor
ATTEST:
"&.41aAaL
City Clerk
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 13
(3/12/12)
Thad L. Duvall, Auditor, Douglas County, WA. AFN # 3159069 Recorded 10:18 AM
04/10/2012 Page: 14 of 14
1 DOUGLAS COUNTY
2 Adopted: j2i IZ BOARD OF COUNTY COMMISSIONERS
3
4
5
6 Ken St ton, Chair
s
Chair 10 0 Steve Jenkins,
11.
12
13 �UGCAS CO`��`.
14 Dale Snyder, Wmber
15 ATTEST:
16
17
18 a k
19 Cler o the Board
20
21
22
23 APPROVED AS TO FORM:
24
25
26
27 Prosecuting Attorney
INTERLOCAL COOPERATION AGREEMENT AND SURFACE WATER MANAGEMENT - 14
(3/12/12)