HomeMy WebLinkAboutJefferson County - Interlocal Septage Capacity AnalysisINTERLOCAL AGREEMENT ON SEPTAGE CAPACITY ANALYSIS
Between
Jefferson County
and the
City of Port Townsend
This Interlocal Agreement on the Septage Capacity Analysis (Agreement) is between the
City of Port Townsend (City) and Jefferson County (County).
WHEREAS, disposal of septage generated outside of the City service area is a growing
concern as there are limited disposal options, and
WHEREAS, growth in the County is expected to increase by approximately 21 percent
between 2021 and 2040; 1 and
WHEREAS, the County actively has been educating septic system owners regarding
proper maintenance, including regular septic tank inspection and pumping, and
WHEREAS, proper treatment and disposal of septage is essential to protect water quality,
shellfish, and public health, and
WHEREAS, the City is conducting a Septage Analysis Study for their service area and
the City and County recognize there is an opportunity to include analysis for areas outside of the
City's service area; and
NOW, THEREFORE, based on the mutual understanding made in this Agreement, the
parties agree:
1. Effective Date. The effective date of this Agreement is the date the last party signs this
Agreement.
2. Project. The project is to obtain an Amended Septage Analysis Study that covers both
areas served by the City and areas in unincorporated Jefferson County.
3. Authority. This Agreement is based upon the authority of the Interlocal cooperation act,
Chapter 34.30 RCW, which authorizes local municipal corporations to enter into
agreements to assist and cooperate with each other to better serve the needs of the
municipal corporations and the local community. Each Party shall conduct its own
administration of this Agreement. The Parties do not anticipate acquiring any property in
furtherance of this Agreement.
' see:
tWM, ^wMS dej; lIwg6Iic hkarvwadvtlk 6M_AY wt� �ma,�4g� Ike T4a-\J Am201 f e�aaKgaW��'�➢�a p� �nn°��pw°�°�.y
uP,p(tk„ pdf pg.52
1
4. Definitions.
a. Agreement. "Agreement" means this Interlocal Agreement on the Septage Capacity
Analysis.
b. Amended Septage Analysis Study. "Amended Septage Analysis Study" means the
Septage Analysis Study, plus a study of the areas outside of the City's service area
within unincorporated Jefferson County.
c. City. "City" means the City of Port Townsend, Washington.
d. "Consultant" means RI12 Engineering, Inc. (UBI Number: 600 373 878), whose
address is 22722 29th DR SE, Suite 210, Bothell, WA, 98021-4401
e. County. "County" means Jefferson County, Washington.
f Parties. "Parties" means both the City and the County.
g. Septage Analysis Study. "Septage Analysis Study" means the study being performed
by the Consultant for City for its service area.
5. Amended Septage Analysis Study.
a. The City shall increase the scope of the Consultant's work on the general sewer plan to
provide the Amended Septage Analysis Study.
b. The City shall provide the County with the Amended Septage Analysis Study..
c. The City shall provide the County invoices that document the additional costs incurred
by the City for the increased scope of work for the Amended Septage Analysis Study.
6. County Contribution to the Amended Septage Analysis Study. The County shall pay
for the reasonable services of Consultant, as reflected by the invoices required in ` ect.(oil
5.c. within 60 days of receipt. The County shall have 30 days from receipt of an invoice
to object to any invoice as unreasonable. If no objection by the County is made within 30
days after receipt by the County, any objection by the County shall be deemed waived.
The County's maximum contribution to the Amended Septage Analysis Study shall be
$30,000.
7. Term of this Agreement.
a. This Agreement shall remain in effect (a) until the City provides the County with the
Amended Septage Study; or, (b) until terminated by either Party as provided for in
Section lb , whichever shall occur first.
b. Either Party may terminate this Agreement for cause, before its expiration by providing
the other Party at least 30 days prior written notice.
8. No Third -Party Beneficiaries. There are no third -party beneficiaries of this Agreement.
M
9. Indemnification.
a. To the fullest extent allowed by law, the City will be solely and entirely responsible for
its acts/omissions and for the acts/omissions of its agents, employees, servants, or
representatives. To the fullest extent allowed by law, the County will be solely and
entirely responsible for its acts/omissions and for the acts/omissions of its agents,
employees, servants or representatives.
b. Each Party agrees to defend and indemnify the other Party and its officers, officials,
employees, agents and volunteers (and their marital communities) from and against all
claims, losses, damages, suits and expenses, including reasonable attorneys' fees and
costs, to the extent they arise out of the negligence or willful misconduct of the
indemnitor or its officers, officials, employees, agents and volunteers (and their marital
communities) to perform this Agreement. The indemnitor's duty to defend and
indemnify extends to claims by the elected or appointed officials, officers, employees
or agents of the indemnitor or of any contractor or subcontractor of indemnitor. The
indemnitor waives its immunity under Title 51 (Industrial Insurance) of the Revised
Code of Washington solely for the purposes of this provision and acknowledges that
this waiver was mutually negotiated.
c. In executing this Agreement, the County does not assume liability or responsibility for
or in any way release the City from any liability or responsibility that arises in whole
or in part from unenforceability or invalidity of City ordinances, rules or regulations.
If any cause, claim, suit, action or administrative proceeding is commenced in which
the enforceability and/or validity of any such City ordinance, rule or regulation is at
issue, the City shall defend the same at its sole expense and if judgment is entered or
damages are awarded on account of the unenforceability or invalidity of such City
ordinance against the City, the County, or both, the City shall satisfy the same,
including all chargeable costs and attorney's fees.
d. This provision shall survive the termination of this Agreement.
10. Non -Payment and Other Defaults. If any default occurs, upon thirty (30) days written
notice by the City to the County regarding failure to make any payment required, and in
the event same shall not be cured within sixty (60) days, then the City shall be entitled,
without further notice or demand, to give notice of termination in Section 7.13 Duration and
Termination, including any other remedy granted at law or in equity.
11. Disputes. Disputes shall be referred to the County Administrator and the City Manager for
settlement. If disputes are not resolved by the Parties within thirty (30) days of the referral,
unless the Parties agree to an extension of time, the dispute shall be referred to an arbitrator
mutually agreed upon by the City and County. Or if they cannot agree to an arbitrator, the
Parties may apply to the presiding judge of the Jefferson County Superior Court to appoint
an arbitrator. The arbitrator's decision shall be final and binding on both Parties; provided
however, an arbitrator's decision may be appealed to Superior Court if it is based on an
error of law, is arbitrary and capricious, is not founded on substantial facts or exceeds the
authority of the arbitrator. Each Party shall pay one-half of the arbitrator's fee. If mutual
3
written consent to apply to appoint an arbitrator is not reached, either Party may seek court
action to decide the disputed contract provision.
12. Notice. Any notice required to be given by either Party to the other shall be deposited in
the United States mail, postage prepaid, addressed:
To the County at:
Jefferson County Administrator
P.O. Box 1220
Port Townsend, WA 98368
To the City at:
City Manager
250 Madison Street
PortTownsend, WA 98368
Or, at such other address as either Party may designate to the other in writing from time to
time.
All notices to be given with respect to this Agreement shall be in writing. Every notice
shall be deemed to have been given at the time it shall be deposited in the United States
mails in the manner prescribed. Nothing in this section shall be construed to preclude
personal service of any notice in the manner prescribed for personal service of a summons
or other legal process.
13. Entire Agreement. This Agreement constitutes the entire Agreement of the Parties and
supersedes all prior agreements, contracts, and understanding, written or oral. The Parties
agree there are no other understandings, oral or otherwise, regarding the subject matter of
this Agreement. Any previous agreements, understandings oral or otherwise, are revoked.
14. Headings. The headings of the sections of this Agreement are for convenience of reference
only and do not restrict, affect, or be of any weight in the interpretation or construction of
the sections or this Agreement.
15. Construction of Agreement. The Parties negotiated this Agreement at arms -length, with
the assistance and advice of competent, independent legal counsel. If a dispute arises
between the Parties as to the meaning of terms, phrases or specific provisions of this
Agreement, the authorship of this Agreement shall not be cause for this Agreement to be
construed against any Party nor for any Party.
16. Execution. This Agreement is executed by each Party acting with authority granted, where
required, by its governing body. This Agreement may be executed in counterpart originals.
A copy of each such executed counterpart original shall be delivered to each Party upon
that Party's execution of a counterpart original.
E
17. Administration. This Agreement will be administered by the City. This Agreement does
not create any separate legal or administrative entity. However, nothing in this Agreement
is intended to prevent or otherwise interfere with discussions or decisions that may be made
by the Parties during the Annual Review. Further, the Parties understand and agree there
will be communication between the Parties to effectuate the terms of this Agreement.
18. No Joint Budget. This Agreement does not contemplate a joint budget.
19. Property Acquisition and Disposition. This Agreement does not contemplate the joint
acquisition of property by the Parties. At termination, each Party will remain the sole owner
of its own property.
20. Applicable Law and Venue. The Parties signed this Agreement in the State of
Washington. The laws of the United States, the State of Washington, and the County of
Jefferson govern this Agreement, as if applied to transactions agreed upon and to be
performed wholly within Jefferson County, Washington between Jefferson County
residents. No Party shall argue or assert that any state law other than Washington law
applies to the governance or construction of this Agreement. The venue for any court action
will be in Kitsap County Superior Court.
21. Nondiscrimination.
a. The Parties agree not to discriminate against any employee or applicant for
employment or any other to perform this Agreement because of age, sex, marital status,
sexual orientation, race, creed, color, national origin, honorably discharged veteran or
military status, or the presence of any sensory, mental, or physical disability or the use
of a trained dog guide or service animal by a person with a disability as required by
law, or other circumstance prohibited by federal, state, or local law or ordinance, except
for a bona fide occupational qualification.
b. The Parties shall comply with all federal, state, or local laws, ordinances, rules, or
regulations regarding nondiscrimination and equal employment opportunity applicable
to the work to be done under this Agreement.
c. Violation of this section shall be a material breach of this Agreement and grounds for
cancellation, termination or suspension, in whole or in part.
22. Waivers. Failure to insist upon strict compliance with any terms, covenants or conditions
of this Agreement shall not be deemed a waiver of such, nor shall any waiver or
relinquishment of such right or power be taken to be a waiver of any other breach.
23. Records Retention. The Parties shall keep and maintain all records required by law in
connection with the performance of this Agreement.
24. Public Records Requests. The County shall be responsible for timely and adequately
responding to requests for records addressed to it under the Public Records Act. The City
shall be responsible for timely and adequately responding to requests for records addressed
to it under the Public Records Act.
5
25. Challenges. The entry into this Agreement shall not be construed to be a waiver or
abandonment of any defense or claim either party may have against the other
notwithstanding the entry into this Agreement.
26. Mutual Objectives. Each Party agrees to aid and assist the other in carrying out the
objectives of this Agreement.
27. Authority. Each person who signed this Agreement acted with authority granted, where
required, by a governing body of a party.
28. Filing with the County Auditor. Within 10 days of the effective date, the County shall
file this Agreement with the Jefferson County Auditor.
(SIGNATURES FOLLOW ON THE NEXT PAGE)
Col
JEFFERSON COUNTY WASHINGTON
Board of County Commissioners
Jefferson County, Washington
By: / w.m
Heidi Eisenhour, Chair Date
B 7/(P a
y�
Kate bean, Commissioner Date
By:, — OA L-� Z-
dr�eg Wotherton, Commissioner Date
SEAT,:. .
A J., ES d.,.At
� • dam,✓,
Carolyn Galloway, Date
Clerk of the Board
Approved as to form only:
Aug. 29, 2022 for
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
7
CITY OF PORT TOWNSEND
Jobe; 'sty Manager Date