HomeMy WebLinkAboutAgreements/Contracts - BOCC (002)GRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by 12:00pm on Thursday)
REQUESTING DEPARTMENT:BOCC
REQUEST SUBMITTED BY: Barbara Vasquez
CONTACT PERSON ATTENDING ROUNDTABLE:
CONFIDENTIAL INFORMATION: DYES Fmil NO
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DATE. 4/10/2024
PHONE:2928
RAgreement / Contract
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For the Governanance of the Quincy Valley Regional Parks District. The term of
the agreement is upon signature of all parties, until terminated.
If necessary, was this document reviewed by accounting? 0 YES W NO
If necessary, was this document reviewed by legal? * YES El NO
DATE OF ACTION:
APPROVE: DENIED ABSTAIN
D1:
D2:
D3:
4/8/24
DEFERRED OR CONTINUED TO:
INTERLOCAL AGREEMENT
BETWEEN
COUNTY OF GRANT,
CITY OF QUINCY,
AND
CITY OF GEORGE
FOR
THE GOVERNANCE OF
THE QUINCY VALLEY REGIONAL PARKS DISTRICT
THIS INTERLOCAL AGREEMENT ("Agreement") is made and entered into the last date
below, by and between the County of Grant ("County"), a municipal corporation, the City of
Quincy ("Quincy"), a municipal corporation, and the City of George ("George"), a municipal
corporation. The County, Quincy and George are sometimes referred to individually as a "party"
or together as the "parties."
WHEREAS, in the November 7, 2023, general election, Proposition 1 passed, which
created the Quincy Valley Regional Parks District ("QVRPD"); and
WHEREAS, the election results were certified November 28, 2023; and
WHEREAS, QVRPD is a Metropolitan Park District organized pursuant to Chapter 36.61
RCW; and
WHEREAS, each of the parties lie within the boundary of the QVRPD; and
WHEREAS, in addition to any requirements of the Interlocal Cooperation Act (Chapter
39.34 RCW), RCW 35.61.050(4) requires the parties, within six months of the date of certification
of elections results approving the creation of the QVRPD, to enter into an interlocal agreement the
specifies the size and membership of the board for the QVRPD, and that specifies the method for
filling vacancies on the board.
NOW, THEREFORE, the parties agree as follows:
1. Pulpose.
1.1 The purpose of this Agreement is to comply with RCW 35.61.050(4) by entering
into an interlocal agreement that provides the board membership and governance
of the QVRPD.
1.2 It is the intent of the parties that the QVRPD will construct, own, operate, and
maintain the Q-Plex facility, which is anticipated to be a large indoor facility to
accommodate various sporting activities and events and will be located at Lauzier
Park, which is a park owned by Quincy.
INTERLOCAL AGREEMENT
Page 1
2.
3.
1.3 It is the intent of the parties that the QVRPD will construct, own, operate, and
maintain the Q -Aquatic Center, which is anticipated to be a new pool facility that
will be located on real property owned by Quincy.
Administration.
2.1 No separate legal or administrative entity is created by this Agreement, as the
QVRPD was created by the voters through the general election process. The
QVRPD is its own municipal corporation and is an independent legal entity.
2.2 For purposes of RCW 39.34.030(4)(a), this Agreement shall be administered by the
QVRPD Board of Directors.
2.3 The following shall be the parties' authorized representatives and contact persons
for this Agreement and any notices required by this Agreement shall be provided
to:
County of Grant: County of Grant
Attention: BOCC Chair
3 5 C Street NW
P.O. Box 37
Ephrata, WA 98823
City of Quincy: City of Quincy
Attention: Mayor
104 B Street SW
P.O. Box 338
Quincy, WA 98848
City of George: City of George
Attention: Mayor
102 Richmond Ave.
P.O. Box 5277
George, WA 98824
Duration and Termination.
3.1 This Agreement shall become effective upon:
3. 1.1 Full execution by the parties; and
3.1.2 Posting of this Agreement with the each of the parties' websites; in the
alternative to posting on a website, a party may record this Agreement with
the Grant County Auditor's Office.
3.2. This Agreement shall remain in effect until terminated as provided for herein. This
Agreement may be terminated upon the following events:
INTERLOCAL AGREEMENT
Page 2
3.2.1 The dissolution of the QVRPD as provided for in RCW 35.61.310 or
chapter 36.96 RCW if applicable; or
3.2.2 The withdrawal of an area from the QVRPD boundaries; provided that a
party may only exercise the right to terminate as long as the QVRPD
boundaries no longer lie within the withdrawing party's jurisdiction.
3.3 If only one party terminates this Agreement, the Agreement shall remain in effect
as to the remaining parties.
4. QVRPD Board.
4.1 Board Composition.
The Board for the QVRPD shall consist of five Directors as follows:
4.1.1 The County shall annually appoint one member from its legislative body
who's district overlaps with QVRPD;
4.1.2 Quincy shall annually appoint three members from its legislative body; and
4.1.3 George shall annually appoint one member from its legislative body.
The Board shall have all the powers and authority stated in this Agreement and
Chapter 35.61 RCW.
4.2 Terms of Office.
4.2.1 The initial Directors shall be appointed no later than April 1, 2024, and shall
serve through calendar year 2025, or until their successors are appointed.
4.2.2 Beginning in 2025 and each year thereafter, each party shall appoint its
member(s) to QVRPA no later than December 1St of each year to serve the next
calendar year.
4.2.3 Any party may by adoption of Resolution by its respective legislative
authority remove its appointed member(s) from the Board. That party shall then
proceed as soon as practicable to select and appoint a replacement from its
legislative body.
4.2.4 If a party's appointed member(s) is no longer eligible to serve on the Board
or resigns from the Board, then a vacancy exists effective upon the disqualifying
event or resignation date. If no resignation effective date is provided, then the
resignation shall be effective immediately. In the event of a vacancy, the party
whose member vacated the Board shall proceed as soon as practicable to select and
appoint an appropriate replacement from its legislative body.
INTERLOCAL AGREEMENT
Page 3
4.3 Qualifications to Serve.
Qualifications to serve on the QVRPD Board are as follows:
4.3.1 A member of the Board must be serving on the Grant County Board of
Commissioners, Quincy City Council or George City Council.
4.3.2 A QVRPD Board member shall not be an employee, a spouse of an
employee, or a parent of an employee of any facility owned, operated or maintained
by the Board, including the Q-Plex or the Q -Aquatics Center.
4.4 Officers.
4.4.1 The Board shall annually elect at its first meeting of the year from its
members a Chair, a Vice -Chair and other officers as the Board deems
appropriate.
4.4.2 Pursuant to RCW 35.61.180, the Grant County Treasurer shall act as the
Treasurer for QVRPD. The Treasurer shall create a "QVRPD Fund" into
which are deposited all funds received for the QVRPD account, and from
which shall be paid all proper claims as allowed by the Board in accordance
with Chapter 35.61 RCW and any other applicable statutes. If in the
discretion of the Treasurer, the Treasurer finds that Quincy or George have
more favorable terms for a bridge loan pursuant to RCW 35.61.040, the
Treasurer will have the authority to enter into an ILA on QVRPD's behalf
in order to obtain a bridge loan through the city for more favorable terms.
4.4.3 Payroll will be administered through Quincy's payroll department. Any
QVRPD employees shall be paid on Quincy's payroll schedule. QVRPD
shall provide to Quincy an amount agreeable by the Board and Quincy as
compensation for Quincy services to QVRPD. If the Board decides to
change who administers payroll for QVRPD, the Board has the authority to
select the appropriate person or entity.
4.5 Bylaws. Within three months of the seating of the initial Directors, the Board shall
adopt bylaws governing the powers and duties of the Board and its officers;
provided that the bylaws are not in conflict with this Agreement. The Board may
amend the bylaws as it deems necessary.
4.6 Citizen Advisory Committees. The Board shall have the power to establish Citizens
Advisory Committees that may provide recommendations to the Board on all
matters and issues relating to the policies of the Board, and the construction,
ownership, operation, and maintenance of any facility of the QVRPD, including the
Q-Plex or the Q -Aquatics Center. The Board shall consider, but is not bound by,
comment and recommendations given to the Board by the Committee. The Board
INTERLOCAL AGREEMENT
Page 4
shall determine the composition of the Committee and the terms of office of the
Committee's members.
4.7 Meetings. The Board shall establish and publish a schedule of its regular meetings.
At least one regular meeting shall be scheduled each month. Special meetings may
be called, if necessary. Board meetings shall be held at Quincy City Hall, 104 B
St. SW, Quincy, Washington, and shall comply with the Open Public Meetings Act,
Chapter 42.30 RCW. The location of the Board meetings may be changed by a
majority vote of the Board. The rules of Robert's Rules of Order (12thEdition), as
amended, shall govern the procedures of the Board.
4.8 Quorum. A majority of the whole Board shall constitute a quorum for purposes of
holding meetings and taking action.
4.9 Compensation. No member of the Board shall be paid for their services thereon by
the QVRPD.
4.10 Vote Allocation. Each member of the Board shall have an equal vote. Action
requiring a vote of a super majority of the Board (i.e., at least four Board members
voting in favor) shall include:
4.8.1 Adoption or amendment of bylaws; and
4.8.2 Levy of any tax.
5. Financing, Budget and Expenses.
5.1 No separate budget or financing method is created by this Agreement. QVRPD
shall maintain its own budget in accordance with the law.
5.2 All liabilities incurred by QVRPD shall be satisfied exclusively from the assets,
credit, and properties of the QVRPD. No creditor or other person shall have the
right of action against the County, Quincy or George, or their respective assets,
credit, or services, on account of any debts, obligations, liabilities or acts or
omissions of the QVRPD.
5.3 QVRPD shall obtain and maintain liability insurance and replacement value
insurance covering all equipment and 'facilities owned by it. The insurance
carrier(s), level of coverage, deductible, and other significant coverage issues shall
be determined by the QVRPD Board.
5.4 Pursuant to Proposition 1, the authority to levy a general tax on property shall not
exceed a maximum of $0.50 per $1,000 assessed property value.
INTERLOCAL AGREEMENT
Page 5
6. Property.
6.1 The parties do not anticipate acquiring jointly -owned personal or real property
under this Agreement.
6.2 Any personal property of a party used in the performance of this Agreement in the
possession of the other party shall be returned to the owner promptly upon
completion of each requested task that utilized the property.
7. Maintenance and Audit of Records.
7.1 Each party shall maintain books, records, documents and other materials relevant
to its performance under this Agreement.
7.2 These records shall be subject to inspection, review and audit by either party, the
Washington State Auditor's Office, or any other entity as required by law.
7.3 Each party shall retain all such books, records, documents and other materials for
the longest applicable retention period under federal and Washington law.
8. Legal Relations.
8.1 The parties agree that each party's relation to the other parties shall be at all times
under this Agreement as an independent contractor. Employees of the County are
and will remain employees of the County. Employees of Quincy are and will
remain employees of Quincy. Employees of George are and will remain employees
of George.
8.2 Employees of QVRPD shall remain employees of QVRPD and shall not considered
employees of any party.
8.3 Each party agrees to indemnify and hold harmless the other parties and their agents
from and against claims, damages, losses, and expenses, including, but not limited
to, attorney's fees and costs and expenses, arising out of or resulting from their
performance of this Agreement, except for injuries and damages caused solely by
the actions of the indemnified party.
9. Enforcement.
9.1 In the event a dispute arises regarding any matter addressed in or related to this
Agreement, the parties agree that before taking any court action or seeking any
other legal remedy, the parties' authorized contact persons listed in Section 2.3, or
their authorized designees, will participate in a good faith in-person negotiation to
resolve any such dispute.
INTERLOCAL AGREEMENT
Page 6
9.2 If any legal action, arbitration or other proceeding is brought for the enforcement
of this Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Agreement, each
party shall pay its own attorney's fees incurred in that action, arbitration or other
proceeding.
9.3 The Kittitas County Superior Court shall be the sole and proper venue for any and
all court actions brought to enforce or interpret the provisions of this Agreement.
9.4 This Agreement shall be governed exclusively by the laws of the State of
Washington.
10. Applicable Laws.
The parties, in performance of the work under this Agreement, shall abide by all applicable
local, state and federal laws, regulations, and requirements.
11. Interpretation.
11.1 This Agreement has been submitted to the scrutiny of the parties and their legal
counsel, if desired, and it shall be given a fair and reasonable interpretation in
accordance its words, without consideration or weight given to its being drafted by
any party or its legal counsel.
11.2 Nothing contained in this Agreement shall be interpreted or construed to permit the
assignment by either party of any rights or obligations in this Agreement and such
assignment is expressly prohibited without the prior written consent of the other
party.
12. Waiver of Breach.
The waiver by either party of the breach of any provision of this Agreement by the other
party must be in writing and shall not operate or be construed as a waiver of any subsequent
breach by such other party.
13. Recitals.
The recitals in the preamble to this Agreement are incorporated by this reference and are a
part of this Agreement.
14. Severability.
In the event any term, provision, or condition of this Agreement or application thereof to
any person or circumstance is held invalid, such invalidity shall not affect other terms,
provisions, conditions, or applications of this Agreement which shall be given effect
INTERLOCAL AGREEMENT
Page 7
without the invalid term, provision, condition, or application. To this end, the terms,
provisions and conditions of this Agreement are declared severable.
15. Entire Agreement.
15.1 This Agreement contains all the terms and conditions agreed upon by and between
the parties. No other understandings, oral or otherwise, regarding the subject matter
of this Agreement shall be deemed to exist or to bind any of the parties hereto.
15.2 This Agreement may be executed simultaneously or in counterparts each of which
shall be deemed an original, but all of which shall be identical and constitute one
and the same agreement. For purposes of this Agreement, photocopies of
signatures or electronic signatures shall be considered the same as an original wet
signature for all purposes.
15.3 Any modification of this Agreement must be in writing and executed by all parties.
15.4 This Agreement shall be binding upon the parties, their successors and assigns.
IN WITNESS WHEREOF, the parties hereby have executed this Agreement on the dates
below.
COUNTY OF GRANT:
Date: X/
BY: :--
Danny Stone, District 1
AT;01 T • , a-
Barbara J. asq uez, ClerQfyth o rd
CITY OF QUINCY:
Date:
BY: (77 1671A
Paul Worley, Mayor
ATTEST:
Nancy E. Schahze, Finance Office Tity Clerk
CITY OF GEORGE:
Date:
.4 :--'Tuan Villalpando, Mayor
ATTEST:
Amy 64U��c , 41t CIerk/Treasurer
INTERLOCAL AGREEMENT
Page 8
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