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HomeMy WebLinkAboutCOW 2004-02-23 Item 3D - Interlocal Agreement - Amendments to Airport Communities Coalition (ACC)CAS Number: 04-025 2 -23 -04 Meeting Date 2 -23 -04 te COUNCIL AGENDA SYNOPSIS Initials ITEM NO. 1 Meetine Date 1 Prepare 1 Mayor's review 1 Council review 1 1 2 -23 -04 1 s( /Yl' 1A-4_,&-- 1 ..7t1-1 I I I I I I I I I I I ITEM INFORMATION Original Agenda Date: 2 -23 -04 Agenda Item Title: ACC Interlocal Agreement Proposed Amendments Original Sponsor: Council ACC Rep Admin. Timeline: Sponsor's Summary: The Executive Committee of the Airport Communities Coalition (ACC) is recommending several amendments to the ACC Interlocal Agreement. Amendments are subject to the approval of all ACC members. R ,....endations: Sponsor: Approve the amendments. Committee: (Scheduled for Transportation Committee review on February 23, 2004) Administration: Approve the amendments. Cost Impact (if known): Annual membership contribution is $50,000 for 2004. Fund Source (if known): General Fund RECORD OF COUNCIL ACTION APPENDICES Attachments Memorandum from Steve Lancaster dated .2/23/04 Draft Executive Committee Version, Interlocal Agreement, Airport Communities Coalition Interlocal Agreement, Airport Communities Coalition (existing version, dated 2002) City of Tukwila Department of Community Development Steve Lancaster, Director Date February 23, 2004 To: Transportation Committee Committee of the Whole p From. Steve Lancaster Subject: Proposed Changes to the ACC Interlocal Agreement (ILA) The ACC Technical Committee has been meeting over the past several months to explore changes to the ACC ILA that will meet the future needs of the ACC in light of significant changes in the political and legal environment in the present and near future. The ACC Executive Committee has reviewed the Technical Committee's recommendations, and has tentatively approved the attached amended ILA. Below is a summary of what the attached proposal does to the existing ACC ILA. The attached proposal seeks to maintain the basic structure and goals of the existing ACC ILA and, yet, make positive organizational changes that meet the different future needs of the ACC; fosters and even requires increased communication and cooperation between the parties. Increases the size of the ACC Executive Committee by adding the City Manager or City Administrator (or designee) from each of the parties. Each City continues to have one vote on the Executive Committee. In the absence of an elected representative, the City Manager /Chief Administrative Officer/Designee may vote on member agencies' interests. Includes language requiring consultation with the parties' Councils and Board on the annual budget and work program. There is new language creating the "Administrative Committee" made up of City Managers and City Administrators (or designees). This Committee shall select a Chair and vice Chair to coordinate its meetings and establish its agendas. The Committee will develop a proposed annual budget for the Executive Committee; work with staff to coordinate an annual ACC retreat; and provide recommendations as are needed by the Executive Committee. Steven M. Mullet, Mayor 6300 Southcenter Boulevard, Suite #100 Tukwila, Washington 98188 Phone: 206 431 -3670 Fax: 206 431 -3665 Language was added that requires the ACC to develop a mitigation proposal that would meet the varied needs of the parties. Language was added that encourages meeting with the Port of Seattle to seek to minimize the impacts upon the ACC communities presently and in the future. The ACC Executive Committee reviewed the proposed amendments on February 4, 2004 and recommends their approval by the members. Please note that the attached draft includes lines in the margins indicating areas where changes from the existing ILA are proposed. One line indicates a minor edit or clarification. Two lines indicate a new section or substantive change. A copy of the current (dated 2002) is attached for your information and comparison. DRAFT Executive Committee Version INTERLOCAL AGREEMENT, AIRPORT COMMUNITIES COALITION In accordance with the Interlocal Cooperation Act (Revised Code of Washington, Chapter 39.34) the City of Normandy Park, the City of Des Moines, the City of Burien, the City of Federal Way, the City of Tukwila, and the Highline School District (hereafter the "Parties each of which is a Washington Municipal Corporation hereby enter into the Agreement set forth. RECITALS 1. The presence and operations of Sea -Tac Airport affect fundamental economic, social, physical and environmental characteristics of each Party. 2. The Parties believe that the presence of Sea -Tac Airport and other regional transportation facilities such as Interstates 5 and 405 and State Routes 509 and 518 and eventually a regional transportation rail line can have either negative or positive effects on the members depending on the manner in which adverse impacts are addressed. 3. The Parties hereto have expressed their opposition to the development of a third runway, and other system improvements leading to increased air traffic at Seattle- Tacoma International Airport and Boeing Field. 4. The Parties further believe that regional public transportation needs must be resolved on a regional basis and that only equitable solutions to those needs should be adopted. Additional air traffic at Seattle Tacoma International Airport and Boeing Field does not constitute equitable or responsible regional solutions. Equitable solutions are those which recognize that the impacts and the benefits of transportation projects are often not realized in the same community, therefore necessitating an attempt to equalize that disparity among affected communities. 5. The Parties believe that a collective effort, including the pooling of resources and the execution of this Agreement to express and administer policy matters, is the most effective and expeditious method of achieving the goals stated herein. Page 1 Airport Communities Coalition Interlocal Agreement Draft 2004 DRAFT Executive Committee Version 6. The Parties agree to promote the following goals: A. To stop the construction of any additional runways at Seattle- Tacoma International Airport. B. To achieve proper noise mitigation of schools with associated air quality and temperature controls. C. To limit or reduce the number of flight operations in King County, at both Seattle- Tacoma International Airport and at Boeing Field, to a specific level and to eliminate night flights from 10:30 p.m. to 7:00 a.m. D. To limit expansion of airport facilities in King County, at both Seattle- Tacoma International Airport and at Boeing Field, in order to prevent a significant increase in the number of flight operations which is likely to have substantial, adverse environmental impacts. E. To seek revisions to the Four Post Plan, which accommodate community concerns about overflights, including those which produce noise in areas outside the 65 dB DNL contour. F. To develop and promote equitable solutions to regional transportation needs on a regional basis, working to develop mutually beneficial partnerships and agreements that promote economic development and protect the environment. G. To improve abatement and mitigation of airport impacts on the Highline School District and member cities to this agreement. H. To ensure that all past, present and future impacts from operations at Sea -Tac Airport and Boeing Field are fully mitigated. To support fair distribution among ACC members of public dollars for the mitigation of impacts from operations of Sea -Tac Airport and Boeing Field. I. To participate in efforts to plan effectively, site appropriately and fully mitigate any regional surface transportation projects including RTA and extensions or improvements to State Routes 509 and 518, and 1 -5 and 1-405. J. To create an economic, political and social climate in which the parties can realize meaningful benefits from being neighbors of Sea -Tac Airport and Boeing Field and other regional surface transportation facilities which are consistent with the community objectives of these parties. Page 2 Airport Communities Coalition Interlocal Agreement Draft 2004 DRAFT Executive Committee Version K. Such other and further related goals as may be determined by the Executive Committee. NOW THEREFORE THE PARTIES HEREBY AGREE AS FOLLOWS: I. DEFINITIONS AND USAGES A. Each of the parties hereto shall be referred to as "Normandy Park "Des Moines "Burien "Tukwila", "Federal Way Highline School District or such other public agency as may be admitted. B. "Airport Communities Coalition" hereinafter referred to as "ACC" is the entity created by this Interlocal Agreement. C. "Executive Committee" means the assembly of representatives from the parties hereto, comprised of one representative and one alternate, and the City Manager or City Administrator, or designee from each party hereto, the function of which is to administer the policy and purposes of this Agreement. Representatives and alternates shall be selected annually by each party's legislative body from among its elected officials. Voting on the Executive Committee shall be as set out in Definition H "participation below. D. "Chair" means the presiding member of the Executive Committee, who shall be an elected official elected by the other representatives of the Executive Committee. E. "Vice chair" means the elected official member of the Executive Committee who shall perform the duties of the Chair in his or her absence and who shall be selected by the other representatives of the Executive Committee. F. "Treasurer" means an elected member of the Executive Committee who shall be selected by the other representatives of the Executive Committee and who shall be responsible for reviewing and keeping the Executive Committee informed about the financial activities of the ACC and report to the Executive Committee on the yearly audit. G. "Administrative Committee" means a committee composed of each party's City Manager or Chief Administrative Officer, or her /his designee. The Administrative Committee will select a Chair and Vice Chair to coordinate and chair its meetings and establish meeting agendas, and will follow policies and procedures as directed by the Executive Committee. The Administrative Committee shall develop a Page 3 Airport Communities Coalition Interlocal Agreement Draft 2004 DRAFT Executive Committee Version proposed annual budget for the Executive Committee; recommend operating policies and procedures to the Executive Committee as needed; develop an annual ACC work plan for Executive Committee consideration; coordinate the annual ACC retreat in cooperation with ACC staff, and provide recommendations as needed by the Executive Committee. H. "Participate" or "participation" means the right of a party to vote on any matter submitted to the Executive Committee for a vote, upon payment of the minimum financial contribution specified hereunder. Each party shall have one vote to be cast by each party's representative or, in the representative's absence, by the altemate and in the absence of both elected officials, by the City Manager, Administrator, or designee. "Public agency" means the ACC member cities and school district(s) impacted by the operation of the Sea -Tac Airport (see Eligibility Section). J. "Operating expenses" means financial obligations, enforceable in law or equity, which have been incurred by the Executive Committee. I1. UNDERSTANDING AND PURPOSES A. The Parties understand and agree to promote the goals set forth in the Recitals above and such other goals and policies as are determined by the Executive Committee. B. The Parties agree and understand that they will rely on the Executive Committee's faithful and responsible representation of the parties' collective and individual interests in making decisions under this Agreement that mutually benefit the parties. The Executive Committee will consult with the parties to approve an annual work program and budget. C. In furtherance of this Agreement the parties will: 1. Establish and maintain clear lines of communication through their representatives on the Executive Committee. 2. Coordinate participation in continued planning and environmental review processes concerning air transportation and environmental matters arising therefrom, both as to existing facilities, surface transportation projects or planned altematives. Page 4 Airport Communities Coalition Interlocal Agreement Draft 2004 DRAFT Executive Committee Version 3. Prepare for and undertake litigation or other actions that may be required in order to further the parties' common objectives. 4. Conduct meetings of the Executive Committee in order to carry out necessary and proper functions of ACC as set forth herein. 5. Establish and fund a budget, with amendments thereto as necessary in order to carry on the activities of ACC. This operating fund shall be known as the "Operating Fund of ACC Executive Committee Joint Board." 6. The Executive Committee shall not acquire any real property. Personal property shall be acquired as necessary to carry out the purposes of this Agreement. 7. Coordinate development of an ACC mitigation proposal that would fairly consider the varied impacts of the existing airport operations and third runway expansion upon the ACC communities. 8. Coordinate meetings with the Port of Seattle to seek to minimize the impacts and to mitigate all present and future impacts to ACC communities. 111. DURATION AND CONDITIONS OF WITHDRAWAL A. This Agreement may be reviewed annually but shall remain in full force and effect from January 1, 2004 unless terminated or modified by separate agreement, pursuant to Section X.A., so long as at least two Parties continue the operation of this Agreement. Any party may withdraw from this Agreement prior to its expiration by delivering written notice to the Executive Committee. Following such notification the withdrawing party shall remain liable for the full amount of its obligation to the ACC Operating Fund, as set forth in Section VII.A. B. To assure compliance with each party's affirmative obligations set forth in section VIII.A, and to protect the confidentiality of the ACC's legal affairs, notice of a party's intent to withdraw from the ACC shall serve to immediately terminate the withdrawing party's right to participate in Executive Committee business, including .votes. Further, a notice of withdrawal shall serve to eliminate the withdrawing party's right to attend any executive session held by the ACC or any of its committees or subdivisions, specifically including the Executive Committee. Page 5 Airport Communities Coalition Interlocal Agreement Draft 2004 DRAFT Executive Committee Version C. Upon a party's notice of withdrawal, such party shall not be entitled to a refund of any payment previously made to the Operating Fund unless all parties remaining to the Agreement unanimously determine to terminate this Agreement. Upon such termination, the remaining assets of ACC, if any, will be divided in proportion to the Parties' respective contributions to the Operating Fund to the date of termination, as set forth under Section VII below. IV. ELIGIBILITY A. Eligibility to participate in this Interlocal Agreement "ILA shall be limited to any "public agency" as defined in the definition section of the ILA who demonstrates support for ACC's goals as outlined in the Recitals Section of the ILA. A public agency seeking to participate in this Agreement may be allowed to do so, upon approval of the Executive Committee, pursuant to the existing terms hereof and upon payment of an agreed amount by the member parties. B. The Executive Committee by unanimous vote of all member parties may allow admission by a public agency on terms other than those set forth herein, including entitling said public agency to participate in ACC matters and specifically to vote on matters submitted to the Executive Committee. C. The Executive Committee by unanimous vote of all member parties may allow admission by a public agency on terms other than those set forth herein, including entitling said public agency to participate in ACC matters but not entitling said public agency to vote on matters submitted to the Executive Committee. Any public agency so admitted shall be deemed an ex officio party hereto. D. Admission of a public agency under the terms described in this section may be accomplished through separate agreement signed by all members and the agency being admitted. V. CREATION OF AIRPORT COMMUNITIES COALITION MCC) EXECUTIVE COMMITTEE A. There is hereby created the Airport Communities Coalition (ACC). This organization shall be a voluntary association of the parties hereto. The Executive Committee shall govem the association. Membership, voting, and officers of the Executive Committee shall be as set out in Section I "Definitions and Usages" above. B. The Executive Committee shall approve, by unanimous vote of all member parties, decisions that are major policy decisions. Major policy decisions are defined as: 1) accepting or rejecting legal, financial or negotiated settlements, and 2) accepting Page 6 Airport Communities Coalition Interlocal Agreement Draft 2004 DRAFT Executive Committee Version new member applications or rejecting existing members. Prior to voting upon any negotiated settlement, all ACC Executive Committee members, or alternate(s) as the case may be, shall receive by governing Council or Board, resolutions from their respective jurisdictions authorizing approval or rejection of such settlement, which shall be binding upon said representatives. Any jurisdiction which fails to vote upon such resolution within 14 days of such proposed settlement shall be deemed to approve the vote or abstention of the representative to the Executive Committee. The Executive Committee shall adopt by majority vote decisions concerning but not limited to the following: 1) adoption and administration of a budget and work plan, 2) hiring or termination of consultants, and 3) all other activities surrounding the daily operations of the ACC. C. When an even number of voting members results in a tie vote, the issue shall be remanded back to a smaller committee of the Executive Committee who shall attempt to resolve it. This smaller committee will consist of one elected Executive Committee member each who voted for and against the contested measure and a member of the Administrative Committee to be selected by the Executive Committee. This committee will be required to report back to the Executive Committee within two weeks with an alternative resolution. D. Regular meetings of the Executive Committee shall be held as determined by the Executive Committee. The Executive Committee shall elect annually by majority vote a "chair' to conduct its meetings, and shall similarly elect a "vice chair" to serve in the chair's absence and a "treasurer" to review the financial activities of ACC, all as described in Section I "Definitions and Usages Neither the chair, vice chair nor treasurer shall forfeit, by virtue of their positions, any power vested in him /her and shall continue to preside at the pleasure of a majority of the voting members of the Executive Committee, and may be replaced at any time. E. A quorum for the conduct of business by the Executive Committee shall be a majority. Notice of any special meeting shall be circulated to all members of the Executive Committee by the chair, or upon the written notice of a voting majority of the Executive Committee not less than twenty-four (24) hours before such meeting is scheduled. No action will be taken without a quorum and without an absolute majority of the eligible voting members of the Executive Committee voting in favor of the matter under consideration. Executive Committee members may attend meetings and vote telephonically as may be necessary for the orderly and timely conduct of business. Written notice of any special meeting may be waived as to any member who at the time of the meeting is actually present or who has filed with the chair a written waiver of notice. The parties further agree and understand that the ACC Executive Committee may have executive sessions under RCW 42.30.110(i). Page 7 Airport Communities Coalition Interlocal Agreement Draft 2004 DRAFT Executive Committee Version VI. PROFESSIONAL SERVICES A. The Executive Committee may, from time to time, retain legal or other professional assistance or contribute to the retention by one of the parties of legal or other professional assistance to carry out the purposes of this Agreement. A contract or engagement letter shall be provided for each consultant so retained, which contract or engagement letter shall subsequently be marked as an Exhibit and incorporated into this Agreement, subject to all terms herein. All such contracts may be reviewed and updated annually for modifications or termination. B. Information and materials developed by providers of professional services, who are retained and are compensated pursuant to the provisions of this Agreement, shall be made available to each party to this Agreement which has borne its share of the cost of providing such services in the manner provided herein, and to all parties admitted to membership in ACC pursuant to the provision of Section IV. VII. SHARING OF COSTS A. In order to pay such fees, costs, and other expenses as are incurred by the Executive Committee on behalf of ACC, including costs incurred in connection with the retention of legal or other professional assistance, it is the intention of the parties to this Agreement that each party will make available to ACC consistent with the provisions herein, funds for ACC operating expenses as indicated in Attachment A B. Each party pledges its best efforts to approve appropriations providing for the sharing of costs specified in this Section VII, but no party shall be liable for any monetary assessment unless and until the governing body of such party has appropriated funds for such specific purpose. C. In the event that one or more of the parties to this Agreement fail to contribute to the sharing of costs in the amounts set forth above and in a manner consistent with provisions of this Agreement, the party in default will refrain from further participation in the Executive Committee's business, and its rights pursuant to this Agreement shall be suspended. D. In the event one or more parties fail to ratify this Agreement, or having initially ratified this Agreement, thereafter defaults or withdraws from this Agreement, .the cost sharing for any outstanding or future operating expenses shall be adjusted following the elimination of the party or parties on a basis proportional to the annual amounts set forth above in Section "A adjusted to allow for any other parties admitted pursuant to Section IV but not included in Section "A above, and; provided that the annual financial obligation of the remaining Party or Parties shall not exceed that Page 8 Airport Communities Coalition Interlocal Agreement Draft 2004 DRAFT Executive Committee Version amount set forth above in Section "A unless modified by subsequent agreement hereto. VIII. COOPERATION A. Each of the parties participating in, or otherwise admitted to, this endeavor shall cooperate with the ACC Executive Committee. In that regard, each party hereto, whether involved by participation, admission, or otherwise, hereby covenants and agrees that, in the event of withdrawal, each such party shall not sue, harass, or in any form or manner interfere with the entity created by this Agreement or with any of the remaining parties, except as necessary to obtain the return of funds as provided in Section III. This covenant shall specifically prohibit the sharing of any information obtained in any manner, directly or indirectly, as a result of the withdrawing party's involvement in ACC or otherwise pursuant to this Agreement unless otherwise required by public records law. B. To accomplish the intent and purposes of the ACC, the parties expressly understand that legal proceedings may be pursued in various forums on behalf of ACC members. The parties recognize that legal proceedings are costly and complex endeavors and that it is necessary to assure that legal efforts are not compromised due to intemal disputes and /or funding concerns. In this light, the parties hereby express their intent that legal matters shall be pursued in a manner consistent with policies and directives issued by the Executive Committee. Following initiation of any legal action authorized by the Executive Committee and filed on behalf of any or all coalition members, the parties expressly agree that, during the term of this Agreement, such matters will be conducted, resolved and /or settled as directed by the Executive Committee. No party shall have authority to enter into any settlement or compromise of claims asserted by the ACC without the Executive Committee's acceptance and unanimous approval of such settlement, unless such party has terminated its participation, pursuant to Section III. IX. INDEMNIFICATION A. In executing this Agreement, the ACC does not assume liability or responsibility for or in any way release the Parties from any liability or responsibility which arises in whole or in part from the existence, validity or effect of city ordinances, rules or regulations. If any such cause, claim, suit, action or administrative proceeding is commenced, the Parties shall defend the same at their sole expense and if judgment is entered or damages are awarded against the Parties, ACC, or both, the Parties shall satisfy the same, including all chargeable costs and attorneys' fees. Page 9 Airport Communities Coalition Interlocal Agreement Draft 2004 DRAFT Executive Committee Version B. ACC shall indemnify and hold harmless the Parties and their officers, agents, volunteers and employees, or any of them, from and against any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, which are caused by or result from a negligent act or omission of the ACC, its officers, agents, and employees in performing services pursuant to this Agreement. In the event that any suit based upon such a claim, action, loss, or damage is brought against the Parties or the Parties and ACC, ACC shall defend the same at its sole cost and expense; and if final judgment be rendered against the Parties and their officers, agents, and employees or jointly against the Parties and ACC and their respective officers, agents, and employees, ACC shall satisfy the same. C. The Parties shall indemnify and hold harmless ACC and its officers, agents, and employees, or any of them, from and against any and all claims, actions, suits, liability, Toss, costs, expenses, and damages of any nature whatsoever, which are caused by or result from a negligent act or omission of the Parties, their officers, agents, and employees. In the event that any suit based upon such a claim, action, Toss, or damage is brought against ACC or the Parties and ACC, the Parties shall defend the same at their sole cost and expense; and if final judgment be rendered against ACC, and its officers, agents, and employees or jointly against ACC and the Parties and their respective officers, agents, and employees, the Parties shall satisfy the same. X. MISCELLANEOUS PROVISIONS A. This Agreement shall be effective upon ratification by at least two of the Parties admitted pursuant to Section IV above. This Agreement may be amended only upon consent of all parties thereto. Any amendment hereto shall be in writing. B. The waiver by any party of any breach of any term, covenant, or condition of this Agreement shall not be deemed a waiver of such term, covenant, or condition or any subsequent breach of the same of any other term, covenant, or condition of this Agreement. C. Any party hereto shall have the right to enjoin any substantial breach or threatened breach of this Agreement by any other party, and shall have the right to recover damages and to specific performance of any portion of this Agreement. D. This Agreement is solely for the benefit of the parties hereto and no third party shall be entitled to claim or enforce any rights hereunder except as specifically provided herein. Page 10 Airport Communities Coalition Interlocal Agreement Draft 2004 DRAFT Executive Committee Version E. In all contractor services, programs or activities, and all contractor hiring and employment made possible by or resulting from this Agreement, ACC and the Parties shall abide by all federal, state, and local laws prohibiting discrimination. F. The records and documents with respect to all matters covered by this Agreement shall be subject to audit by the Parties during the term of this contract and three (3) years after termination. G. If any provision of this Agreement or application thereof to any party or circumstance, is held invalid by a court of competent jurisdiction, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are declared to be severable. H. This Agreement shall be effective whether signed by all parties on the same document or whether signed in counterparts. This Agreement supersedes the Interlocal Agreement entered into among the parties by signatures dated November and December 2000, and January 2001. Page 11 Airport Communities Coalition Interlocal Agreement Draft 2004 INTERLOCAL AGREEMENT, AIRPORT COMMUNITIES COALITION January 1, 2002 through December 31, 2002 In accordance with the Interlocal Cooperation Act (Revised Code of Washington, Chapter 39.34) the City of Normandy Park, the City of Des Moines, the City of Burien, the City of Federal Way, the City of Tukwila, and the Highline School District (hereafter the "Parties each of which is a Washington Municipal Corporation hereby enter into the Agreement set forth. RECITALS 1. The presence and operations of Sea -Tac Airport affect fundamental economic, social, physical and environmental characteristics of each Party. 2. The Parties believe that the presence of Sea -Tac Airport and other regional transportation facilities such as Interstates 5 and 405 and State Routes 509 and 518 and eventually a regional transportation rail line can have either negative or positive effects on the members depending on the manner in which adverse impacts are addressed. 3. The Parties hereto have expressed their opposition to the development of a third runway, and other system improvements leading to increased air traffic at Seattle- Tacoma International Airport and Boeing Field. 4. The Parties further believe that regional public transportation needs must be resolved on a regional basis and that only equitable solutions to those needs should be adopted. Additional air traffic at Seattle Tacoma International Airport and Boeing Field does not constitute equitable or responsible regional solutions. Equitable solutions are those which recognize that the impacts and the benefits of transportation projects are often not realized in the same community, therefore necessitating an attempt to equalize that disparity among affected communities. 5. The Parties believe that a collective effort, including the pooling of resources and the execution of this Agreement to express and administer policy matters, is the most effective and expeditious method of achieving the goals stated herein. Page 1 of 17 Airport Communities Coalition Interlocal Agreement 2002 6. The Parties agree to promote the following goals: A. To stop the construction of any additional runways at Seattle- Tacoma International Airport. B. To achieve proper noise mitigation of schools with associated air quality and temperature controls. C. To limit or reduce the number of flight operations in King County, at both Seattle- Tacoma International Airport and at Boeing Field, to a specific level and to eliminate night flights from 10:30 p.m. to 7:00 a.m. D. To limit expansion of airport facilities in King County, at both Seattle- Tacoma International Airport and at Boeing Field, in order to prevent a significant increase in the number of flight operations which is likely to have substantial, adverse environmental impacts. E. To seek revisions to the Four Post Plan which accommodate community concerns about overflights, including those which produce noise in areas outside the 65 dB DNL contour. F. To develop and promote equitable solutions to regional transportation needs on a regional basis, working to develop mutually beneficial partnerships and agreements that promote economic development and protect the environment. G. To improve abatement and mitigation of airport impacts on the Highline School District and member cities to this agreement. H. To ensure that all past impacts from operations at Sea -Tac Airport and Boeing Field are fully mitigated. To support fair distribution among ACC members of public dollars for the mitigation of impacts from operations of Sea -Tac Airport and Boeing Field. 1. To participate in efforts to plan effectively, site appropriately and fully mitigate any regional surface transportation projects including RTA and extensions or improvements to State Routes 509 and 518, and 1 -5 and 1 -405. J. To create an economic, political and social climate in which the parties can realize meaningful benefits from being neighbors of Sea -Tac Airport and Boeing Field and other regional surface transportation facilities which are consistent with the community objectives of these parties. Page 2 of 17 Airport Communities Coalition Interlocal Agreement 2002 K. Such other and further related goals as may be determined by the Executive Committee. NOW THEREFORE THE PARTIES HEREBY AGREE AS FOLLOWS: I. DEFINITIONS AND USAGES A. Each of the parties hereto shall be referred to as "Normandy Park "Des Moines "Burien "Tukwila "Federal Way Highline School District or such other public agency as may be admitted. B. "Airport Communities Coalition" hereinafter referred to as "ACC" is the entity created by this Interlocal Agreement. C. "Executive Committee" means the assembly of representatives from the parties hereto, comprised of one representative, or one alternative, from each party hereto, the function of which is to administer the policy and purposes of this Agreement. D. "Chair" means the presiding member of the Executive Committee, who shall be elected by the other representatives of the Executive Committee. E. "Vice chair" means the member of the Executive Committee who shall be elected by the other representatives of the Executive Committee to preside in the absence of the chair. F. "Treasurer" means the member of the Executive Committee who shall be elected by the other representatives of the Executive Committee responsible for reviewing and keeping the Executive Committee informed about the financial activities of the ACC and report to the Executive Committee on the yearly audit. G. "Participate" or "participation" means the right of a party to vote on any matter submitted to the Executive Committee for a vote, upon payment of the minimum financial contribution specified hereunder. H. "Public agency" means the ACC member cities and school district(s) impacted by the operation of the Sea -Tac Airport (see Eligibility Section). I. "Operating expenses" means financial obligations, enforceable in law or equity, which have been incurred by the Executive Committee. II. UNDERSTANDING AND PURPOSES Page 3 of 17 Airport Communities Coalition Interlocal Agreement 2002 A. The Parties understand and agree to promote the goals set forth in the Recital 6 above and such other goals and policies as are determined by the Executive Committee. B. The Parties agree and understand that they will rely on the Executive Committee's faithful and responsible representation of the parties' collective and individual interests in making decisions under this Agreement that mutually benefit the parties. C. In furtherance of this Agreement the parties will: 1. Establish and maintain clear lines of communication through their representatives on the Executive Committee. 2. Coordinate participation in continued planning and environmental review processes concerning air transportation and environmental matters arising therefrom, both as to existing facilities, surface transportation projects or planned alternatives. 3. Prepare for and undertake litigation or other actions that may be required in order to further the parties' common objectives. 4. Conduct meetings of the Executive Committee in order to carry out necessary and proper functions of ACC as set forth herein. 5. Establish and fund a budget, with amendments thereto as necessary in order to carry on the activities of ACC. This operating fund shall be known as the "Operating Fund of ACC Executive Committee Joint Board." 6. The Executive Committee shall not acquire any real property. Personal property shall be acquired as necessary to carry out the purposes of this Agreement. III. DURATION AND CONDITIONS OF WITHDRAWAL This Agreement may be reviewed annually but shall remain in full force and .effect from January 1, 2002 unless terminated or modified by separate agreement, pursuant to Section X.A., so long as at least two Parties continue the operation of this Agreement. Any party may withdraw from this Agreement prior to its expiration by delivering written notice to the Executive Committee. Following such notification the Page 4 of 17 Airport Communities Coalition Interlace! Agreement 2002 withdrawing party shall remain liable for the full amount of its obligation to the ACC Operating Fund, as set forth in Section VILA. To assure compliance with each party's affirmative obligations set forth in section VIII.A, and to protect the confidentiality of the ACC's legal affairs, notice of a party's intent to withdraw from the ACC shall serve to immediately terminate the withdrawing party's right to participate in Executive Committee business, including votes. Further, a notice of withdrawal shall serve to eliminate the withdrawing party's right to attend any executive session held by the ACC or any of its committees or subdivisions, specifically including the Executive Committee. Upon a party's notice of withdrawal, such party shall not be entitled to a refund of any payment previously made to the Operating Fund unless all parties remaining to the Agreement unanimously determine to terminate this Agreement. Upon such termination, the remaining assets of ACC, if any, will be divided in proportion to the Parties' respective contributions to the Operating Fund to the date of termination, as set forth under Section VII below. IV. ELIGIBILITY Eligibility to participate in this Interlocal Agreement "ILA shall be limited to any "public agency" as defined in the definition section of the ILA who demonstrates support for ACC's goals as outlined in the Recitals Section of the ILA. A public agency seeking to participate in this Agreement may be allowed to do so, upon approval of the Executive Committee, pursuant to the existing terms hereof and upon payment of an agreed amount by the member parties. The Executive Committee by unanimous vote of all member parties may allow admission by a public agency on terms other than those set forth herein, including entitling said public agency to participate in ACC matters and specifically to vote on matters submitted to the Executive Committee. The Executive Committee by unanimous vote of all member parties may allow admission by a public agency on terms other than those set forth herein, including entitling said public agency to participate in ACC matters but not entitling said public agency to vote on matters submitted to the Executive Committee. Any public agency so admitted shall be deemed an ex officio party hereto. Admission of a public agency under the terms described in this section may be accomplished through separate agreement signed by all members and the agency being admitted. Page 5 of 17 Airport Communities Coalition Interlocal Agreement 2002 V. CREATION OF AIRPORT COMMUNITIES COALITION (ACC) EXECUTIVE COMMITTEE There is hereby created the Airport Communities Coalition (ACC). This organization shall be a voluntary association of the parties hereto. The association shall be governed by the Executive Committee. The Executive Committee shall be comprised of one voting member from each party who shall be an elective official of such party. The voting member of each party shall be duly selected annually by the legislative body of each party thereof. Each party shall similarly select an alternate voting member of the Executive Committee who shall serve in the absence of the voting member. Such alternate may be either an elected or appointed official of the party. The. Executive Committee shall approve, by unanimous vote of all member parties, decisions that are major policy decisions. Major policy decisions are defined as: 1) accepting or rejecting legal, financial or negotiated settlements, and 2) accepting new member applications or rejecting existing members. Prior to voting upon any negotiated settlement, all ACC Executive Committee members, or alternate(s) as the case may be, shall receive by governing Council or Board, resolutions from their respective jurisdictions authorizing approval or rejection of such settlement which shall be binding upon said representative. Any jurisdiction which fails to vote upon such resolution within 14 days of such proposed settlement shall be deemed to approve the vote or abstention of the representative to the Executive Committee. The Executive Committee shall approve by majority vote concerning the following, but not limited to: 1) to adopt and administer a budget, 2) hire or conclude consulting contracts, and 3) all other activities surrounding the daily operations of the ACC. When there are an even number of voting members which results in a tie vote, the issue shall be remanded back to a smaller committee of the Executive Committee in an attempt to resolve the issue. This smaller committee will consist of one Executive Committee member each who voted for and against the contested measure and the ACC Executive Director or another ACC staff person. This committee will be required to report back to the Executive Committee within two weeks with an alternative resolution. Regular meetings of the Executive Committee shall be held as determined by the Executive Committee. The Executive Committee shall elect annually by majority .vote a "chair" to conduct its meetings, and may similarly elect a "vice chair" to serve in the chair's absence and a "treasurer" to review the financial activities of ACC. Neither the chair, vice chair nor treasurer shall forfeit, by virtue of their positions, any power vested in him /her and shall continue to preside at the pleasure of a majority of the voting members of the Executive Committee, and may be replaced at any time. Page 6 of 17 Airport Communities Coalition Interlocal Agreement 2002 A quorum for the conduct of business by the Executive Committee shall be a majority. Notice of any special meeting shall be circulated to all members of the Executive Committee by the chair, or upon the written notice of a voting majority of the Executive Committee not less than twenty -four (24) hours before such meeting is scheduled. No action will be taken without a quorum and without an absolute majority of the eligible voting members of the Executive Committee voting in favor of the matter under consideration. Executive Committee members may attend meetings and vote telephonically as may be necessary for the orderly and timely conduct of business. Written notice of any special meeting may be waived as to any member who at the time of the meeting is actually present or who has filed with the chair a written waiver of notice. The parties further agree and understand that the ACC Executive Committee may have executive sessions under RCW 42.30.110(i). A. The Executive Committee may, from time to time, retain legal or other professional assistance or contribute to the retention by one of the parties of legal or other professional assistance to carry out the purposes of this Agreement. A contract or engagement letter shall be provided for each consultant so retained, which contract or engagement letter shall subsequently be marked as an Exhibit and incorporated into this Agreement, subject to all terms herein. All such contracts may be reviewed and updated annually for modifications or termination. B. Information and materials developed by providers of professional services, who are retained and are compensated pursuant to the provisions of this Agreement, shall be made available to each party to this Agreement which has borne its share of the cost of providing such services in the manner provided herein, and to all parties admitted to membership in ACC pursuant to the provision of Section IV. A. In order to pay such fees, costs, and other expenses as are incurred by the Executive Committee on behalf of ACC including costs incurred in connection with the retention of legal or other professional assistance, it is the intention of the parties to this Agreement that each party will make available to ACC consistent with the provisions herein, funds for ACC operating expenses as indicated in Attachment A. VI. PROFESSIONAL SERVICES VII. SHARING OF COSTS B. Each party pledges its best efforts to approve appropriations providing for the sharing of costs specified in this Section VII, but no party shall be liable for any monetary assessment unless and until the governing body of such party has appropriated funds for such specific purpose. Page 7 of 17 Airport Communities Coalition Interlocal Agreement 2002 C. In the event that one or more of the parties to this Agreement fail to contribute to the sharing of costs in the amounts set forth above and in a manner consistent with provisions of this Agreement, the party in default will refrain from further participation in the Executive Committee's business, and its rights pursuant to this Agreement shall be suspended. D. In the event one or more parties fail to ratify this Agreement or having initially ratified this Agreement and thereafter defaults or withdraws from this Agreement, the cost sharing for any outstanding or future operating expenses shall be adjusted following the elimination of the party or parties on a basis proportional to the annual amounts set forth above in Section "A adjusted to allow for any other parties admitted pursuant to Section IV but not included in Section "A above, and; provided that the annual financial obligation of the remaining Party or Parties shall not exceed that amount set forth above in Section "A unless modified by subsequent agreement hereto. VIII. COOPERATION A. Each of the parties participating in, or otherwise admitted to, this endeavor shall cooperate with the ACC Executive Committee. In that regard, each party hereto, whether involved by participation, admission, or otherwise, hereby covenants and agrees that, in the event of withdrawal, each such party shall not sue, harass, or in any form or manner interfere with the entity created by this Agreement or with any of the remaining parties, except as necessary to obtain the return of funds as provided in Section III. This covenant shall specifically prohibit the sharing of any information obtained in any manner, directly or indirectly, as a result of the withdrawing party's involvement in ACC or otherwise pursuant to this Agreement unless otherwise required by public records law. B. To accomplish the intent and purposes of the ACC, the parties expressly understand that legal proceedings may be pursued in various forums on behalf of ACC members. The parties recognize that legal proceedings are costly and complex endeavors and that it is necessary to assure that legal efforts are not compromised due to internal disputes and /or funding concerns. In this light, the parties hereby express their intent that legal matters shall be pursued in a manner consistent with policies and directives issued by the Executive Committee. Following initiation of any legal action authorized by the Executive Committee and filed on behalf of any or all coalition members, the parties expressly agree that, during the term of this Agreement, such matters will be conducted, resolved and /or settled as directed by the Executive Committee. No party shall have authority to enter into any settlement or compromise of claims asserted by the ACC without the Executive Committee's acceptance and Page 8 of 17 Airport Communities Coalition Interlocal Agreement 2002 unanimous approval of such settlement, unless such party has terminated its participation, pursuant to Section III. IX. INDEMNIFICATION A. In executing this Agreement, the ACC does not assume liability or responsibility for or in any way release the Parties from any liability or responsibility which arises in whole or in part from the existence, validity or effect of city ordinances, rules or regulations. If any such cause, claim, suit, action or administrative proceeding is commenced, the Parties shall defend the same at their sole expense and if judgment is entered or damages are awarded against the Parties, ACC, or both, the Parties shall satisfy the same, including all chargeable costs and attorneys' fees. B. ACC shall indemnify and hold harmless the Parties and their officers, agents, volunteers and employees, or any of them, from and against any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, which are caused by or result from a negligent act or omission of the ACC, its officers, agents, and employees in performing services pursuant to this Agreement. In the event that any suit based upon such a claim, action, Toss, or damage is brought against the Parties or the Parties and ACC, ACC shall defend the same at its sole cost and expense; and if final judgment be rendered against the Parties and their officers, agents, and employees or jointly against the Parties and ACC and their respective officers, agents, and employees, ACC shall satisfy the same. C. The Parties shall indemnify and hold harmless ACC and its officers, agents, and employees, or any of them, from and against any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, which are caused by or result from a negligent act or omission of the Parties, their officers, agents, and employees. In the event that any suit based upon such a claim, action, loss, or damage is brought against ACC or the Parties and ACC, the Parties shall defend the same at their sole cost and expense; and if final judgment be rendered against ACC, and its officers, agents, and employees or jointly against ACC and the Parties and their respective officers, agents, and employees, the Parties shall satisfy the same. X. MISCELLANEOUS PROVISIONS A. This Agreement shall be effective upon ratification by at least two of the Parties admitted pursuant to Section IV above. This Agreement may be amended only upon consent of all parties thereto. Any amendment hereto shall be in writing. B. The waiver by any party of any breach of any term, covenant, or condition of this Agreement shall not be deemed a waiver of such term, covenant, or Page 9 of 17 Airport Communities Coalition Interlocal Agreement 2002 condition or any subsequent breach of the same of any other term, covenant, or condition of this Agreement. C. Any party hereto shall have the right to enjoin any substantial breach or threatened breach of this Agreement by any other party, and shall have the right to recover damages and to specific performance of any portion of this Agreement. D. This Agreement is solely for the benefit of the parties hereto and no third party shall be entitled to claim or enforce any rights hereunder except as specifically provided herein. E. In all contractor services, programs or activities, and all contractor hiring and employment made possible by or resulting from this Agreement, ACC and the Parties shall abide by all federal, state, and local laws prohibiting discrimination. F. The records and documents with respect to all matters covered by this Agreement shall be subject to audit by the Parties during the term of this contract and three (3) years after termination. G. If any provision of this Agreement or application thereof to any party or circumstance, is held invalid by a court of competent jurisdiction, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are declared to be severable. H. This Agreement shall be effective whether signed by all parties on the same document or whether signed in counterparts. I. This Agreement supersedes the Interlocal Agreement entered into between the parties by signatures dated November and December 2000, and and January 2001. (Balance of pages were signature pages only.) Page 10 of 17 Airport Communities Coalition Interlocal Agreement 2002