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HomeMy WebLinkAboutCOW 2014-07-28 Item 4B - Interlocal Agreement - Tukwila Pool Operations with Tukwila Pool Metropolitan Park DistrictCOUNCIL AGENDA SYNOPSIS Initials Meeting Dale Prepared ly M view Council review 07/28/14 CT E ❑ Ordinance Mtg Date 08/04/14 CT ❑ Other Mtg Dale C.l'I'I :c,()RV y Discussion MIS Date SPONSOR ❑ Council ❑ HR ❑ DCD ❑ Finance ❑ Fire ❑ IT ❑ Poil ❑ Pohce ❑ PIY' Migor SP()\S()R's Amendments to the TPMPD Interlocal Agreement SUNI\1.IR'Y RI:M'1I.1C'1 I) 11" ❑ COW Mtg. ❑ Utilities Cmte DA 1E: 7/15/14 ■ CA &P Cmte • F &S Cmte ITEM INFORMATION ITEM No. 9 S1A1'1' SPONSOR: DAVID CLINE ORIGINAL AGENDA DATE:: 07/28/14 AGENDA ITEM TITLE TPMPD Interlocal Agreement ?/28/14 Motion Mtg Dale Q8/04/14 ❑ Resolution 21 t Dale ❑ Ordinance Mtg Date ❑ Bid Award Mtg Dale ❑ Public Hearing hflg Dale ❑ Other Mtg Dale C.l'I'I :c,()RV y Discussion MIS Date SPONSOR ❑ Council ❑ HR ❑ DCD ❑ Finance ❑ Fire ❑ IT ❑ Poil ❑ Pohce ❑ PIY' Migor SP()\S()R's Amendments to the TPMPD Interlocal Agreement SUNI\1.IR'Y RI:M'1I.1C'1 I) 11" ❑ COW Mtg. ❑ Utilities Cmte DA 1E: 7/15/14 ■ CA &P Cmte • F &S Cmte ❑ Transportation Cmte Comm. ❑ Planning Comm. CHAIR: DuFFIE ❑ Arts Comm. ❑ Parks COMMITTEE - RECOMMENDATIONS: SPf)NSOR /ADMIN. COMMIT1i Mayor's Office _ E Forward to Committee of the Whole COST IMPACT / FUND SOURCE ExPIiN1]I I'I'RI: REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED $ $ Fund Source: Comments: MTG. DATE RECORD OF COUNCIL ACTION 07/28/14 MTG. DATE ATTACHMENTS 07/28/14 Informational Memorandum dated 07/08/14, with attachments Minutes from the Finance and Safety Committee Meeting of 7/15/14 9 City of Tukwila Jim Haggerton, Mayor INFORMATIONAL MEMORANDUM TO: Mayor Haggerton Community Affairs and Parks Committee FROM: David Cline, City Adrninistrator Rachel Turpin. Assistant City Attorney DATE: July 8, 2014 SUBJECT: Amendments to the Interlocal Agreement for Pool Operations and Support Services ISSUE The Tukwila Pool Metropolitan Park District (TPMPD) is recommending making revisions to the lnterlocal Agreement with the City of Tukwila. BACKGROUND The City of Tukwila and the TPMPD approved an Interlocal Agreement (ILA) for the City to continue to provide Operation and Support Services to the Tukwila Pool. Over the past few months, the Tukwila Pool Metropolitan Park District (TPMPD) has proposed several revisions to the ILA and has asked the City Administration and City Council to review these changes. This was also brought forward for discussion at the March 25, 2014 and June 10, 2014 Community Affairs and Parks (CAP) Committee meetings. At Committee of the Whole meeting on June 23, 2014, there was consensus to bring forth the CAP recommended ILA for final Council approval. At the June 25, 2014 the TPMPD approved additional changes to the ILA. These additional changes are now being brought back to the CAP for discussion. Any final amendments to the ILA will have to be approved by both the City Council and the TPMPD Board. DISCUSSION Since January, the City and the TPMPD have been discussing possible changes to the ILA, and many versions have been created. The following attachments provide the most recent versions which were last seen by the Committee of the Whole and the TPMPD. The CAP is now being asked to review this language and provide direction on any additional changes or modifications to this agreement. • Attachment A is the current ILA signed by both parties in December 2013: • Attachment B is the draft ILA previously recommended by CAP on June 10, 2014 and then approved by the Committee of the Whole on June 23. 2014 to be forwarded to the next Regular meeting for final approval. • Attachment C is the draft proposed by the TPMPD June 25, 2014; and • Attachment D is the draft proposed ILA with track changes (Attachment A & Attachment C combined). FINANCIAL IMPACT Unknown 11 INFORMATIONAL MEMO Page 2 RECOMMENDATION A copy of the current ILA is attached for your review. Administration would like Committee members to review the entire agreement and be prepared to discuss any recommended amendments to the agreement at the July 15, 2014 Community Affairs and Parks Committee Meeting. ATTACHMENTS Attachment A: ILA signed by both parties in December, 2013 Attachment B: Draft ILA approved by Committee on June 10, 2014 and COW on June 23, 2014 Attachment C: Draft ILA proposed by the TPMPD June 25, 2014 Attachment D: Proposed amended ILA with track changes (merging Attachment A and C) W.lcauncil Memos129141TPMPD ILAlfnfaMema re MPD ALA 7- 9- 14.daex 12 ATTACHMENT A INTERLOCAL AGREEMENT FOR SUPPORT SERVICES BETWEEN THE CITY OF TUKWILA AND THE TUKWILA POOL METROPOLITAN PARK DISTRICT In accordance with the Interlocal Cooperation Act (RCW 39.34), the City of Tukwila ( "Tukwila ") and the Tukwila Pool Metropolitan Park District ( "TPMPD "), both of whom are Washington municipal corporations, hereby enter into the following agreement: I. RECITALS Tukwila and TPMPD, through their respective legislative bodies, have declared their intent to create a relationship whereby TPMPD contracts for support services from Tukwila; and Tukwila and TPMPD recognize that the cost savings from shared support services greatly outweighs the increased facility and administrative expenses in creating and maintaining separate facilities and accounting practices associated with the operation of the City of Tukwila Pool and related services; Now, Therefore, Tukwila agrees to provide, and TPMPD agrees to pay for, support services to facilitate the operation of TPMPD and the City of Tukwila Pool: II. AGREEMENT 1. Term of Agreement, Termination and Renewal. 1.1 Term. This Agreement shall be valid from the Effective Date set forth in Section 4.1 of this Agreement until January 1, 2016 1.2 Renewal. This Agreement may be renewed only by written agreement of both Parties. 2. Scope of Work. 2.1 Pool Operations Scope of Work. Duties shall be performed by the incumbent identified by job title(s), however the City Administrator may delegate responsibilities based on staff availability and organization needs. Tukwila shall perform the duties described in "Exhibit 1" for the TPMPD. 2.2 Pool Staff and Management. The cost of pool staff and management salaries and benefits are not included in this agreement. The cost of pool staff and management salaries and benefits shall be billed separately to the TPMPD. The positions of Aquatics Program Coordinator, Aquatics Program Specialist, and Extra Labor comprise pool staff and management. Attachment A: Interlocal agreement signed by both parties in December 2013 13 2.3 Support Services Scope of Work. Duties shall be performed primarily by the incumbent identified by job title, however, the City Administrator may delegate responsibilities based on staff availability and organizational needs. Tukwila shall perform duties described in "Exhibit 2" as needed and requested by the Board President or his or her designee. 2.4 Support Services Cost Basis. TPMPD shall pay Tukwila for providing support services based on the hourly wages and benefits of City staff and their time spent providing support services, plus 10% for overhead expenses. Support Services will cost approximately $6,600 per month; however, nothing in this agreement limits Tukwila's ability to invoice more than $6,600 per month. 2.5 Monthly Invoice. Tukwila shall provide to TPMPD a monthly invoice for support services provided to TPMPD outlining the nature of the services provided, the hours of service provided, the hourly rate applicable to such services and the expenses incurred no later than 15 business days after the end of each month. Payment shall be due from TPMPD 30 days from the date of invoice and made payable to the City of Tukwila. 2.6 Employees. All City employees who provide the TPMPD the services called for in this Agreement shall be employees of the City, and not employees of the TPMPD. Except as provided in this Agreement, the employees of the City who are performing the services called for in this Agreement shall not be entitled to any benefit from the TPMPD. The City shall, at all times, be solely responsible for the conduct of its employees in performing the services called for in this Agreement. The City shall be solely responsible for all compensation, benefits and insurance for its employees. The TPMPD agrees to adopt and enforce the City's policies and procedures related to employee safety, pool behavior and workplace harassment. 2.7 Records. All records relating to the provision of the services called for in this Agreement shall be considered records of the TPMPD, and shall be retained in accordance with the records retention requirements of the TPMPD; provided, the City may retain copies of any records that it must retain to comply with its own retention requirements or other applicable laws. 3. Indemnification and Hold Harmless. Each party agrees to defend, indemnify, and hold harmless the other party and each of its employees, officials, agents, and volunteers from any and all losses, claims, liabilities, lawsuits, or legal judgments arising out of any negligent or willfully tortious actions or inactions by the performing party or any of its employees, officials, agents, or volunteers, while acting within the scope of the duties required by this Agreement. Each party shall be responsible for its own legal costs and attorneys' fees. This provision shall survive the expiration of this Agreement. This provision shall also survive and remain in effect in the event that a court or other entity with jurisdiction determines that this Agreement is not enforceable. It is further specifically and expressly understood that the indemnification provided herein constitutes each party's waiver of immunity under industrial insurance, Title 51 RCW, solely to carry Attachment A: Interlocal agreement signed by both parties in December 2013 14 out the purposes of this indemnification clause. The parties further acknowledge that they have mutually negotiated this waiver. 3.1 Insurance. Each party shall carry and maintain, for the duration of this Agreement property and liability insurance coverage for all operations, facilities, equipment, and personnel, including liability, at not less than the amount and coverage's as existing on the date of this Agreement in a form and with a company acceptable to the other party. 4. General Provisions. 4.1 Effective Date. This Agreement shall be effective upon ratification by each Party's governing body and execution by TPMPD's Board President and the Mayor of Tukwila. 4.2 Amendment. This Agreement may be amended only upon the consent of both Parties. Any amendments shall be in writing and shall be ratified and executed by the Parties in the same manner in which this Agreement was originally adopted. 4.3 Waiver. The waiver by any party of any breach of any term, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same term, covenant, or condition of this Agreement. 4.4 Severability. If any provision of this Agreement shall be held invalid, the remainder of the Agreement shall not be affected thereby. 4.5 Entire Agreement. This Agreement represents the entire understanding of the Parties and supersedes any oral representations that are inconsistent with or modify its terms and conditions. 4.6 Counterparts. This Agreement shall be effective whether signed by all Parties on the same document or signed in counterparts. 4.7 Notices. Any notice to be provided under the terms of this Agreement, shall be delivered by certified mail, return receipt requested, or by personal service to the following: For Tukwila: For TPMPD: City Clerk City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 President TPMPD 6200 Southcenter Blvd. Tukwila, WA 98188 Attachment A: Interlocal agreement signed by both parties in December 2013 15 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed. CITY OF TUKWILA TUKWILA POOL METROPOLITAN PARK DISTRICT By: By: Jim Haggerton, Mayor Title: Board President Dated: Dated: Attest: Attest: Christy O'Flaherty, City Clerk Title: Clerk of the Board Approved as to Form: Approved as to Form: Shelley M. Kerslake, City Attorney Brian Snure, Attorney for TPMPD Attachment A: Interlocal agreement signed by both parties in December 2013 16 ATTACHMENT B INTERLOCAL AGREEMENT FOR SUPPORT SERVICES BETWEEN THE CITY OF TUKWILA AND THE TUKWILA POOL METROPOLITAN PARK DISTRICT In accordance with the Interlocal Cooperation Act (RCW 39.34), the City of Tukwila ( "Tukwila ") and the Tukwila Pool Metropolitan Park District ( "TPMPD' "), both of whom are Washington municipal corporations, hereby enter into the following agreement: I. RECITALS Tukwila and TPMPD, through their respective legislative bodies, have declared their intent to create a relationship whereby TPMPD contracts for support services from Tukwila; and Tukwila and TPMPD recognize that the cost savings from shared support services greatly outweighs the increased facility and administrative expenses in creating and maintaining separate facilities and accounting practices associated with the operation of the City of Tukwila Pool and related services; Now, Therefore, Tukwila agrees to provide, and TPMPD agrees to pay for, support services to facilitate the operation of TPMPD and the City of Tukwila Pool: 11. AGREEMENT 1. Term of Agreement, Termination and Renewal. 1.1 Term. This Agreement shall be valid from the Effective Date set forth in Section 4.1 of this Agreement until + ti+ta: . _ 2 Li; L - . terminated by consent of the parties or by one of the termination methods set forth below, etc. 1.1.1 Termination for non - payment. If the TPMPD has not inacic a monthly payment within ten (1011 dates after its due date of net 30. Tukwila shall send. by registered mail and email. written notice to the TPMPD that such payment is overdue. lfpaynment is not made within_tiye (5) business days after said notice has been received. Tukwila may terminate this Agreement h rovidino written notice to the TPMPD it being understood that nothing in this shall limit or impairTukwila's right to any remedy otherwise available under applicable law. 1.1.2 Termination for failure to carry insurance. Either party may terminate this Agreement immediately in the event the other cart fails to maintain the insurance coverage required under Section 3.1. Attachment B: DRAFT ILA approved by Committee on June 10, 2014 and COW June 23, 2014 17 1.1.3 Termination Without Cause. Either party may terminate this aareetnent at any time with one hundred twenty 120) da s written notice to the other Party_ 1.2 Renewal. This Agreement may be renewed only by written agreement of both Parties. 2. Scope of Work. 2.1 Pool Operations Scope of Work. Duties shall be performed by the incumbent identified by job title(s), however the City Administrator may delegate responsibilities based on staff availability and organization needs. Tukwila shall perform the duties described in "Exhibit I" for the TPMPD. 2.2 Pool Staff and Management. The cost of pool staff and management salaries and benefits are not included in this agreement. The cost of pool staff and management salaries and benefits shall be billed separately to the TPMPD. The positions of Aquatics Program Coordinator, Aquatics Program Specialist, and Extra Labor comprise pool staff and management. 2.3 Support Services Scope of Work. Duties shall be performed primarily by the incumbent identified by job title, however, the City Administrator may delegate responsibilities based on staff availability and organizational needs. Tukwila shall perform duties described in "Exhibit 2" as needed and requested by the Board President or his or her designee. 2.4 Support Services Cost Basis. TPMPD shall pay Tukwila for providing support services based on the hourly wages and benefits of City staff and their time spent providing support services, plus 10% for overhead expenses. Support Services Ltie estimated 1,1 cost approximately $6,600 per month; however, nothing in this agreement limits Tukwila's ability to invoice more than $6,600 per month. Cost Controls. Tukwila is autlnorifed to invoice on a cost for service basis. Once costs for support services have reached 560,000. Tukwi Ia shall notify the TPMPD and the . arlles shall work to{eether to find o tions for reducing, the costs. TPMPD will actively seek and int lenient cost savin.o measures to assist in niaintainin,2 costs below the annual maximtrl. 2.6 Monthly Invoice. Tukwila shall provide to TPMPD a monthly invoice for support services provided to TPMPD outlining the nature of the services provided, the . hours of service provided, the hourly rate applicable to such services and the expenses incurred no Iater than 15 business days after the end of each month. Payment shall be due from TPMPD 30 days from the date of invoice and made payable to the City of Tukwila. 2 62.7 Employees. All City employees who provide the TPMPD the services called for in this Agreement shall be employees of the City, and not employees Attachment B: DRAFT ILA approved by Committee on June 10, 2014 and COW June 23. 2014 18 of the TPMPD. Except as provided in this Agreement, the employees of the City who are performing the services called for in this Agreement shall not be entitled to any benefit from the TPMPD. The City shall, at all times, be solely responsible for the conduct of its employees in performing the services called for in this Agreement. The City shall be solely responsible for all compensation, benefits and insurance for its employees. The TPMPD agrees to adopt and e -#-oi fbIIotiw the City's personnel policies and procedures related to employee safety, pool behavior and workplace harassment. 2772.8 Records. All records relating to the provision of the services called for in this Agreement shall be considered records of the TPMPD, and shall be retained in accordance with the records retention requirements of the TPMPD; provided, the City may retain copies of any records that it must retain to comply with its own retention requirements or other applicable laws. 3. Indemnification and Hold Harmless. Each party agrees to defend, indemnify, and hold harmless the other party and each of its employees, officials, agents, and volunteers from any and all losses, claims, liabilities, lawsuits, or legal judgments arising out of any negligent or willfully tortious actions or inactions by the performing party or any of its employees, officials, agents, or volunteers, while acting within the scope of the duties required by this Agreement. Each party shall be responsible for its own legal costs and attorneys' fees. This provision shall survive the expiration of this Agreement. This provision shall also survive and remain in effect in the event that a court or other entity with jurisdiction determines that this Agreement is not enforceable. It is further specifically and expressly understood that the indemnification provided herein constitutes each party's waiver of immunity under industrial insurance, Title 51 RCW, solely to carry out the purposes of this indemnification clause. The parties further acknowledge that they have mutually negotiated this waiver. 3.1 Insurance. Each party shall carry and maintain, for the duration of this Agreement property and liability insurance coverage for all operations, facilities, equipment, and personnel, including liability, at not less than the amount and coverage's as existing on the date of this Agreement in a form and with a company acceptable to the other party. 4. Accountability and Reporting. 4.1 Annual Operation.. Plan. (also known as the "Work Plan "), Tukwila. workim2 in conjunction with the Executive Director, shall provide the TPMPD with an Annual Operations Plan for the corning year on or before November l5th_of each year, The Work Plan shall he su approval of the TPMPD, within 45 da s of submittal which a yifoval shall not be unreasonably withheld. If the TPMPD does not approve the Work Plan, it shall specify in detail a reasonable basis for its clisavproval. If the TPMPD fails to provide its approval or a reasonable basis for disapproval within the foregoing 45 -day period. the Work Plan as submitted by Tukwila shall be deemed a roved. In the event of dis lute or disamement regardine. the adoption of or compliance with the Work.Plan, the Attachment B: DRAFT ILA approved by Committee on June 10. 2014 and COW June 23, 2014 19 parties shall resolve such dispute pursuant to the Dispute Resolution provisions in Paragraph 6. The Work Plan shall include. at a minimum. the following elements: 4.1.1 Proposed pool hours, programs. partnerships, and user fees. 4.1.2 Proposed routine maintenance plan and identification of non - routine maintenance for the year, 4.1.3 - Proposed annual operating} budget including all operational expenses and expected revenue (not to include capital expenses or TPMPD administrative costs)_. 4.2 Financial Reporting. Tukwila shall provide monthly financial reports to the TPMPD. The monthly reports shall provide all income and expenses, including staffing and support services. separating operational expenses from capital. expenses and TPMPD administrative casts. The re op rtin„, shall he submitted to the TPMPD Board in time to be included in the distribution for the monthly public meeting. 4.3 Other Reporting. i'ukcti Oa shall provide the TPMPD with quarterlv reports including, but not limited to, progress toward goals outlined in the Work Plan. These reports are due to the Executive Director one week iseven days) prior to the monthly TPMPD Board of Commissioner's meetings. 4.4 Performance Audits. The TPMPD may conduct Performance Audits at such time as TPMPD determines a Performance Audit is necessary. Performance Audits will include, but are not limited to, review of Tukwila`s performance against Work Plan benchmarks, ks, budget, timelines of current and future projects and other deliverables as presented to the Executive Director and outlined in the annual Work Plan. -. Tukwila Policies and Procedures. The 'TPMPD agrees to adopt and follow all Tukwila policies and procedures relating to the operation of the pool existing on the date of this Agreement. Tukwila reserves the right to modify. remove or add policies_and procedures relating to the operation of the pool, provided however, if such policies and procedures affect the TPM.PD's costs under this Agreement such modified removed or additional policies shall be subject to the prior approval of the TPMPD, such approval by the TPMPD not being unreasonably withheld. 6. TPMPD Policies and Procedures. The TPMPD reserves the right to adopt TPMPD policies and rocedures that govern ool olic and o r!erations. If such olicies or rocedures affect the wages or working conditions of Tukwila employees Or pool operations, such policies and procedures shall be subject to prior approval by Tukwila. such approval not being unreasonahl withheld. TPMPD olicics may not relax re uirements below current local state or federal standards. TPMPD policies shall supersede all previous policies once adopted. Attachment B: DRAFT ILA approved by Committee on June 10, 2014 and COW June 23. 2014 20 7. Dispute Resolution. 7.1 Negotiation. In the event a dispute tu'ise;s under this Agreement the parties agree to engage in a process of negotiation to resolve such dispute. 7.2 Mediation. If the parties are unable to resolve a dispute regarding this Agreement through negotiation, either party may demand_ mediation through a process to be niutuall a. reed to in good faith between ties wihin 30 ayT parties shall share ec uall the costs of mediation and each art , shall be ressonsible for their own costs in )re )aIation and rtici - anion in the mediation including. ex itness lees and reasonable attorney's lees. 4 8.General Provisions. 8.1 No Separate Entity Created. This Agreement does not establish a separate legal entity, joint board, or administrative section for the purpose of acquiring., managing, or disposing of property, or any other financial obligation allowed under the Interlocal Cooperation Act. 8.2 Administration. Unless the Parties otherwwise i.igree, there shall be no lead agent responsible for the adrninir;tration of-_this Agreement. This Agreement shall be administered jointly by the chief officers of the respective Parties. 8.3 Property Ownership. This Agreement does not provide for jointly owned property. All property presently owned or hereafter acquired by using. TPMPD funds shall re►nain the property of the TPMPD and all property presently owned or hereafter ac uired usirn City funds in erturmino services under this Agreement shall remain the property ($1 the City in the event of the termination of this agreement. K.4. Benefits. This agreement is entered into Col the benefit of the parties to this agreement only and shall confer no benefits, direct or im lied, on an third persons. 448.5 Effective Date. This Agreement shall be effective upon ratification by each Party's governing body and execution by TPMPD's Board President and the Mayor of Tukwila. Amendment. This Agreement may be amended only upon the consent of both Parties. Any amendments shall be in writing and shall be ratified and executed by the Parties in the same manner in which this Agreement was originally adopted. X8.7 Waiver. The waiver by any party of any breach of any term, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same term, covenant, or condition of this Agreement. Attachment B: DRAFT ILA approved by Committee on June 10, 2014 and COW June 23. 2014 21 4-X8.8 Severability. If any provision of this Agreement shall be held invalid, the remainder of the Agreement shall not be affected thereby. =58.9 Entire Agreement. This Agreement represents the entire understanding of the Parties and supersedes any oral representations that are inconsistent with or modify its terms and conditions. 4768.10 Counterparts. This Agreement shall be effective whether signed by all Parties on the same document or signed in counterparts. 4.-48.11 Notices. Any notice to be provided under the terns of this Agreement, shall be delivered by certified mail, return receipt requested, or by personal service to the following: For Tukwila: For TPMPD: City Clerk City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 President TPMPD 6200 Southcenter Blvd. Tukwila, WA 98188 Attachment B: DRAFT ILA approved by Committee on June 10, 2014 and COW June 23, 2014 22 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, CITY OF TUKWILA TUKWILA POOL METROPOLITAN PARK DISTRICT By: _ By:, Jim Haggerton, Mayor Title: Board President Dated: Dated: Attest: Attest: Christy O'Flaherty, City Clerk Title: Clerk of the Board Approved as to Form: Approved as to Form: Shelley M. Kerslake, City Attorney Brian Snure, Attorney for TPMPD Attachment B: DRAFT ILA approved by Committee on June 10. 2014 and COW June 23. 2014 23 24 ATTAC)EIIVIENT C INTERLOCAL AGREEMENT FOR SUPPORT SERVICES BETWEEN THE CITY OF TUKWILA AND THE TUKWILA POOL METROPOLITAN PARK DISTRICT In accordance with the Interlocal Cooperation Act (RCW 39.34), the City of Tukwila ( "Tukwila ") and the Tukwila Pool Metropolitan Park District ( "TPMPD "), both of whom are Washington municipal corporations, hereby enter into the following agreement: I. RECITALS Tukwila and TPMPD, through their respective legislative bodies, have declared their intent to create a relationship whereby TPMPD contracts for support services from Tukwila; and Tukwila and TPMPD recognize that the cost savings from shared support services greatly outweighs the increased facility and administrative expenses in creating and maintaining separate facilities and accounting practices associated with the operation of the City of Tukwila Pool and related services; Now, Therefore, Tukwila agrees to provide, and TPMPD agrees to pay for, support services to facilitate the operation of TPMPD and the City of Tukwila Pool: II. AGREEMENT 1. Term of Agreement, Termination and Renewal. 1.1. Term. This Agreement shall be valid from the Effective Date set forth in Section 4.1 of this Agreement until December 31, 2015 unless terminated by consent of the parties or by one of the termination methods set forth below, etc. (a). Termination for non - payment. If the TPMPD has not made a monthly payment within ten (10) days after its due date of net 30, Tukwila shall send, by registered mail and email, written notice to the TPMPD that such payment is overdue. If payment is not made within five (5) business days after said notice has been received, Tukwila may terminate this Agreement by providing written notice to the TPMPD, it being understood that nothing in this shall limit or impair Tukwila's right to any remedy otherwise available under applicable law. (b). Termination for failure to carry insurance. Either party may terminate this Agreement immediately in the event the other party fails to maintain the insurance coverage required under Section 3.1. (c). Termination Without Cause. Either party may terminate this agreement at any time with one hundred twenty (120) days written notice to the other Party. Attachment C: Draft ILA proposed by the TPMPD 6 -25 -14 25 1.2. Renewal. This Agreement may be renewed only by written agreement of both Parties. 2. Scope of Work. 2.1. Pool Operations Scope of Work. Duties shall be perforred by the incumbent identified by job titles), however the City Administrator may delegate responsibilities based on staff availability and organization needs. Tukwila shall perform the duties described in "Exhibit 1" for the TPMPD. 2.2. Pool Staff and Management. The cost of pool staff and management salaries and benefits are not included in this agreement. The cost of pool staff and management salaries and benefits shall be billed separately to the TPMPD. The positions of Aquatics Program Coordinator, Aquatics Program Specialist, and Extra Labor comprise pool staff and management. 2.3. Support Services Scope of Work. Duties shall be performed primarily by the incumbent identified by job title, however, the City Administrator may delegate responsibilities based on staff availability and organizational needs. Tukwila shall perform duties described in "Exhibit 2" as needed and requested by the Board President or his or her designee. 2.4. Support . Services Cost Basis. TPMPD shall pay Tukwila for providing support services based on the hourly wages and benefits of City staff and their time spent providing support services, plus 10% for overhead expenses. Support Services are estimated to cost approximately $6,600 per month; however, nothing in this agreement limits Tukwila's ability to invoice more than $6,600 per month. 2.5. Cost Controls. .. , .. _ • . ; e _ _ _ if support services costs exceed $6.600 Per month Costs for support services exceeding that annual maximum shall require specific TPMPD as soon as it determines that the annual maximum amount may be exceeded and the parties shall 1 '' :work together to find options for reducing the costs. TPMPD and the City will actively seek and implement cost saving measures to assist in maintaining costs below the annual maximum. 2.6. Monthly Invoice. Tukwila shall provide to TPMPD a monthly invoice for support services provided to TPMPD outlining the nature of the services provided, the hours of service provided, the hourly rate applicable to such services and the expenses incurred no later than 15 business days after the end of each month. Payment shall be due from TPMPD 30 days from the date of invoice and made payable to the City of Tukwila. 2.7. Employees. All City employees who provide the TPMPD the services called for in this Agreement shall be employees of the City, and not employees of the TPMPD. Except as provided in this Agreement, the employees of the City who are performing the services called for in this Agreement shall not be entitled to any benefit from the TPMPD. The City shall, at all times, be solely responsible for the conduct of its employees in performing the services called for in this Agreement. The City shall be solely responsible for all Attachment C: Draft ILA proposed by the TPMPD 6-25 -14 26 compensation, benefits and insurance for its employees. The TPMPD agrees to adopt and follow the City's personnel policies and procedures related to employee safety, pool behavior and workplace harassment. 2.8. Records. All records relating to the provision of the services called for in this Agreement shall be considered records of the TPMPD, and shall be retained in accordance with the records retention requirements of the TPMPD; provided, the City may retain copies of any records that it must retain to comply with its own retention requirements or other applicable laws. 3. Indemnification and Hold Harmless. Each party agrees to defend, indemnify, and hold harmless the other party and each of its employees, officials, agents, and volunteers from any and all losses, claims, liabilities, lawsuits, or legal judgments arising out of any negligent or willfully tortious actions or inactions by the performing party or any of its employees, officials, agents, or volunteers, while acting within the scope of the duties required by this Agreement. Each party shall be responsible for its own legal costs and attorneys' fees. This provision shall survive the expiration of this Agreement. This provision shall also survive and remain in effect in the event that a court or other entity with jurisdiction determines that this Agreement is not enforceable. It is further specifically and expressly understood that the indemnification provided herein constitutes each party's waiver of immunity under industrial insurance, Title 51 RCW, solely to carry out the purposes of this indemnification clause. The parties further acknowledge that they have mutually negotiated this waiver. 3.1. Insurance. Each party shall carry and maintain, for the duration of this Agreement property and liability insurance coverage for all operations, facilities, equipment, and personnel, including liability, at not less than the amount and coverage's as existing on the date of this Agreement in a form and with a company acceptable to the other party. 4. Accountability and Reporting. 4.1. Annual Operations Work Plan, (also known as the "Work Plan "). Tukwila, working in conjunction with the Executive Director, shall provide the TPMPD with an Annual Operations Work Plan for the corning year on or before November I Sth of each year. (a). Annual Operations Work Plan Approval. Tukwila, working in conjunction with the ■ -- • . .. The Annual Operations Work PlanWork Plan shall be subject to the approval of the TPMPD, within 45 days of submittal, which approval shall not be unreasonably withheld. If the TPMPD does not approve the Annual Operations Work Plan" 'o�, it shall specify in detail a reasonable basis for its disapproval. If the TPMPD fails to provide its approval or a reasonable basis for disapproval within the foregoing 45 -day period, the Annual Operations Work PlanWork as submitted by Tukwila shall be deemed approved. In the event of dispute or disagreement regarding the adoption of or compliance with the Annual Operations Work PlanWer-k-Ptaft, the parties shall resolve such dispute pursuant to the Dispute Resolution provisions in Paragraph 67. Attachment C: Draft 1LA proposed by the TPMPD 6 -25 -14 27 fa}(h). Annual Operations Work Plan Content. The Annual Operations Work Plank Plan shall include, at a minimum, the following elements: (i). Proposed pool hours, programs, partnerships, and user fees. (ii). Proposed routine maintenance plan and identification of non- routine maintenance for the year. (iii). Proposed annual operating budget including all operational expenses and expected revenue (not to include capital expenses or TPMPD administrative costs). (ivi. Proposed program level success criteria and proposed measurements of success. ( iii).(v y. Proposed plan for staff development and proposed measurement of success. Le). Annual Operations Work Plan Quarterly Reporting. Tukwila shall provide the TPMPD with quarterly reports including, but not limited to, progress toward goals outlined in the Annual Operations Work Plan. These reports are due to the Executive Director one week (seven days) prior to the monthly TPMPD Board of Commissioner's meetings. 4.2. Monthly Financial Reporting. Tukwila shall provide monthly financial reports to the TPMPD. The monthly reports shall provide all income and expenses, including staffing and support services, separating operational expenses from capital expenses and TPMPD administrative costs. The reporting shall be submitted to the TPMPD Board in time to be included in the distribution for the monthly public meeting. 1.2.1.3. Monthly Operations Tukwila shall provide a monthly operations report to the TPMPD. The monthly operations report shall be consistent with Tukwila's current monthly operations report format and content. 1.3. Other Reporting. Tukwila shall provide The TPMPD with Monthly quarterly reports reports are due to the Executive Director one week (seven days) prior to the monthly TPMPD Board of Commissioner's meetings. 4.4. Performance Audits. The TPMPD may conduct Performance Audits at such time as TPMPD determines a Performance Audit is necessary. Performance Audits will include, but are not limited to, review of Tukwila's performance against Annual Operations Work Plan benchmarks, budget, timelines of current and future projects and other deliverables as presented to the Executive Director and outlined in the Annual Operations Work Plan. 5. Tukwila Policies and Procedures. The TPMPD agrees to adopt and follow all Tukwila policies and procedures relating to the operation of the pool existing on the date of this Agreement. Tukwila reserves the right to modify, remove or add policies and procedures relating to the operation of the pool, provided however, if such policies and procedures affect the TPMPD's Attachment C: Draft ILA proposed by the TPMPD 6 -25 -14 28 costs under this Agreement, such modified, removed or additional policies shall be subject to the prior approval of the TPMPD, such approval by the TPMPD not being unreasonably withheld. 6. TPMPD Policies and Procedures. The TPMPD reserves the right to adopt TPMPD policies and procedures that govern pool policy and operations. If such policies affect pool operations, TPMPD will obtain Tukwila's input prior to adopting the policies. If such policies or procedures affect the wages or working conditions of Tukwila employees of -eper on3, such policies and procedures shall he subject to prior approval by Tukwila, such approval not being unreasonably withheld. TPMPD policies may not relax requirements below current local, state or federal standards. TPMPD policies shall supersede all previous policies once adopted. 7. Dispute Resolution. 7.1. Negotiation. In the event a dispute arises under this Agreement the parties agree to engage in a process of negotiation to resolve such dispute. 7.2. Mediation. If the parties are unable to resolve a dispute regarding this Agreement through negotiation, either party may demand mediation through a process to be mutually agreed to in good faith between the parties within 30 days. The parties shall share equally the costs of mediation and each party shall be responsible for their own costs in preparation and participation in the mediation, including expert witness fees and reasonable attorney's fees. 1.1 Arhitrat-ien. If a mediation process cannot be agreed upeft -ei if t ie nedi-arion fails. to Superior Court, King County, Washington, as amended, unless the parties agree in writing to an alternative dispute resolution process. The arbitration shall be before a be mutually agreed or established by the assigned Arbitrator, and the laws of a bench trial de novo in the King County Superior Court. The court shall determine all questions of law and fact without empanelling a jury for any purpose. If the party demanding the trial de novo does not improve its position from the arbitrator's ruling /award following a final judgment, that party shall pay all costs, expenses and attorney fees to the other party, including all costs, attorney fees and expenses Attachment C: Draft ILA proposed by the TPMPD 6 -25 -14 29 8. General Provisions. 8.1. No Separate Entity Created. This Agreement does not establish a separate legal entity, joint board, or administrative section for the purpose of acquiring, managing, or disposing of property, or any other financial obligation allowed under the Interlocal Cooperation Act. 8.2. Administration. Unless the Parties otherwise agree, there shall be no lead agency responsible for the administration of this Agreement. This Agreement shall be administered jointly by the chief officers of the respective Parties. 8.3. Property Ownership. This Agreement does not provide for jointly owned property. All property presently owned or hereafter acquired by using TPMPD funds shall remain the property of the TPMPD and all property presently owned or hereafter acquired using City funds in performing services under this Agreement shall remain the property of the City in the event of the termination of this agreement. 8.4. Benefits. This agreement is entered into for the benefit of the parties to this agreement only and shall confer no benefits, direct or implied, on any third persons. 8.5. Effective Date. This Agreement shall be effective upon ratification by each Party's governing body and execution by TPMPD's Board President and the Mayor of Tukwila. 8.6. Amendment. This Agreement may be amended only upon the consent of both Parties. Any amendments shall be in writing and shall be ratified and executed by the Parties in the same manner in which this Agreement was originally adopted. 8.7. Waiver. The waiver by any party of any breach of any term, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same term, covenant, or condition of this Agreement. 8.8. Severability. If any provision of this Agreement shall be held invalid, the remainder of the Agreement shall not be affected thereby. 8.9. Entire Agreement. This Agreement represents the entire understanding of the Parties and supersedes any oral representations that are inconsistent with or modify its terms and conditions. 8.10. Counterparts. This Agreement shall be effective whether signed by all Parties on the same document or signed in counterparts. Attachment C: Draft IL.A proposed by the TPMPD 6 -25 -14 30 8.11. Notices. Any notice to be provided under the terms of this Agreement, shall be delivered by certified mail, return receipt requested, or by personal service to the following: For Tukwila: City Clerk City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 Attachment C: Draft ILA proposed by the TPMPD 6 -25 -14 For TPMPD: President TPMPD 6200 Southcenter Blvd. Tukwila, WA 98188 31 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed. CITY OF TUKWILA TUKWILA POOL METROPOLITAN PARK DISTRICT By: By: Jim Haggerton, Mayor Title: De'Sean Quinn, Board President Dated: Dated: Attest: Attest: Christy O'Flaherty, City Clerk Title: Kate Kruller, Clerk of the Board Approved as to Form: Approved as to Form: Shelley M. Kerslake, City Attorney Brian Snure, Attorney for TPMPD Attachment C: Draft ILA proposed by the TPMPD 6 -25 -14 32 ATTACHMENT D INTERLOCAL AGREEMENT FOR SUPPORT SERVICES BETWEEN THE CITY OF TUKWILA AND THE TUKWILA POOL METROPOLITAN PARK DISTRICT In accordance with the Interlocal Cooperation Act (RCW 39.34), the City of Tukwila ( "Tukwila ") and the Tukwila Pool Metropolitan Park District ( "TPMPD "), both of whom are Washington municipal corporations, hereby enter into the following agreement: I. RECITALS Tukwila and TPMPD, through their respective Legislative bodies, have declared their intent to create a relationship whereby TPMPD contracts for support services from Tukwila; and Tukwila and TPMPD recognize that the cost savings from shared support services greatly outweighs the increased facility and administrative expenses in creating and maintaining separate facilities and accounting practices associated with the operation of the City of Tukwila Pool and related services; Now, Therefore, Tukwila agrees to provide, and TPMPD agrees to pay for, support services to facilitate the operation of TPMPD and the City of Tukwila Pool: II. AGREEMENT 1. Term of Agreement, Termination and Renewal. 4,1,1.1 Term. This Agreement shall be valid from the Effective Date set forth in Section 4.1 of this Agreement until January 1, 2016 December 31. 2015 unless terminated b consent of the tarties or h one of the termination methods set forth below. etc. (a). Termination for non- payment. If the TPMPD has not made a monthly payment within ten (10) days after its due date of net 30, Tukwila shall send, by registered mail and email, written notice_ to the TPMPD that such payment is overdue. If payment is not made within five (5) business days after said notice has been received, Tukwila may terminate this Agreement by providing written notice to the TPMPD. it being understood that nothing in this shall limit or impair Tukwila's risht to any remedy otherwise available under applicable law. (b). Termination for failure to carry insurance. Either party may terminate this Agreement immediately in the event the other party fails to maintain the insurance coverage required under Section 3.1. Attachment D: 7 -9 -14 Proposed Draft ILA with track changes 33 {� L. Termination Without Cause. Either party may terminate this agreement at any time with one hundred twenty (120) days written notice to the other Party. - I- :#1.2. Renewal. This Agreement may be renewed only by written agreement of both Parties. 2. Scope of Work. X2.1. Pool Operations Scope of Work. Duties shall be performed by the incumbent identified by job title(s), however the City Administrator may delegate responsibilities based on staff availability and organization needs. Tukwila shall perform the duties described in "Exhibit 1" for the TPMPD. 2.22.2. Pool Staff and Management. The cost of pool staff and management salaries and benefits are not included in this agreement. The cost of pool staff and management salaries and benefits shall be billed separately to the TPMPD. The positions of Aquatics Program Coordinator, Aquatics Program Specialist, and Extra Labor comprise pool staff and management. 2.3. 2.3 Support Services Scope of Work. Duties shall be performed primarily by the incumbent identified by job title, however, the City Administrator may delegate responsibilities based on staff availability and organizational needs. Tukwila shall . perform duties described in "Exhibit 2" as needed and requested by the Board President or his or her designee. 2.4. 2.4 Support Services Cost Basis. TPMPD shall pay Tukwila for providing support services based on the hourly wages and benefits of City staff and their time spent providing support services, plus 10% for overhead expenses. Support. Services will are estimated to cost approximately $6,600 per month; however, nothing in this agreement limits Tukwila's ability to invoice more than $6,600 per month. 2.5. 2.5 Cost Controls. $6,600 per month If support services costs exceed M. Tukwila shall notify the TPMPD as soon as it determines that the annual maximum amount may be ext=eeded-aftiktig taarties shall • work together to find options for reducing the costs. TPMPD and the City will actively seek and implement cost saving measures to assist in maintaining costs below $6,600 per month. 4 Monthly Invoice. Tukwila shall provide to TPMPD a monthly invoice for support services provided to TPMPD outlining the nature of the services provided, the hours of service provided, the hourly rate applicable to such services and the expenses incurred no later than 15 business days after the end of each month. Attachment D: 7 -9 -14 Proposed Draft ILA with track changes 34 Payment shall be due from TPMPD 30 days from the date of invoice and made payable to the City of Tukwila. Employees. All City employees who provide the TPMPD the services called for in this Agreement shall be employees of the City, and not employees of the TPMPD. Except as provided in this Agreement, the employees of the City who are performing the services called for in this Agreement shall not be entitled to any benefit from the TPMPD. The City shall, at all times, be solely responsible for the conduct of its employees in performing the services called for in this Agreement. The City shall be solely responsible for all compensation, benefits and insurance for its employees. The TPMPD agrees to adopt and en oreefollow the City's personnel policies and procedures related to employee safety, pool behavior and workplace harassment. Records. All records relating to the provision of the services called for in this Agreement shall be considered records of the TPMPD, and shall be retained in accordance with the records retention requirements of the TPMPD; provided, the City may retain copies of any records that it must retain to comply with its own retention requirements or other applicable laws. 3. Indemnification and Hold Harmless. Each party agrees to defend, indemnify, and hold harmless the other party and each of its employees, officials, agents, and volunteers from any and all losses, claims, liabilities, lawsuits, or legal judgments arising out of any negligent or willfully tortious actions or inactions by the performing party or any of its employees, officials, agents, or volunteers, while acting within the scope of the duties required by this Agreement. Each party shall be responsible for its own legal costs and attorneys' fees. This provision shall survive the expiration of this Agreement. This provision shall also survive and remain in effect in the event that a court or other entity with jurisdiction determines that this Agreement is not enforceable. It is further specifically and expressly understood that the indemnification provided herein constitutes each party's waiver of immunity under industrial insurance, Title 51 RCW, solely to carry out the purposes of this indemnification clause. The parties further acknowledge that they have mutually negotiated this waiver. 3 -f3.1. Insurance. Each party shall carry and maintain, for the duration of this Agreement property and liability insurance coverage for all operations, facilities, equipment, and personnel, including liability, at not less than the amount and coverage's as existing on the date of this Agreement in a form and with a company acceptable to the other party. ;, \ccountahility and Reporting. 4.1. Annual Operations Work Plan, (also known as the "Work Plan ). Tukwila, working in conjunction with the Executive Director, shall provide the TPMPD with an Annual Operations Work Plan for the coming year on or before November 15th of each year. (al. Annual Operations Work Plan Approval. corning year on Or before November 15th of each year. The Annual Operations Work Attachment D: 7 -9 -14 Proposed Draft ILA with track changes 35 PlanWork Plain shall be sub'ect to the a royal of the TPMPD within 45 da s of submittal which • royal shall not be unreasonabl withheld. If the TPMPD does not approve the Annual Operations Work PianWork Plan, it shall specify in detail a reasonable basis for its disapproval. If the TPMPD fails to provide its approval or a reasonable basis for disapproval within the foregoing 45 -day period, the Annual Operations Work PlanWo=-k as submitted by Tukwila shall be deemed approved. In the event of dispute or disagreement regarding the adoption of or compliance with the Annual. Operations Fork PlanWor-k—P-laft, the parties shall resolve such dispute pursuant to the Dispute Resolution provisions in Paragraph O. Annual 0 erations Work Plan Content. The Annual 0 erations Work PltnW -o. shall include, at a minimum, the following elements: (i). Proposed pool hours, programs, partnerships, and user fees. ii Pro osed routine maintenance .lan and identification of non - routine maintenance for the year. Proposed annual operating budget including all operational expenses and expected revenue (not to include capital expenses or TPMPD administrative costs). fityl_ft-opoci poaram level success criteria and proposed measurement; of success. (v). Proposed plan for staff development and proposed measurement of success. (c). Annual Operations Work Plan Quarterly Reporting. Tukwila shall provide the TP v1PD with quarterly reports including, but not limited to, progress toward goals outlined in the Annual Operations Work Plan. These reports are due to the Executive Director one week (sewn cia prior to the monthly TPMPD Board of Commissioner's meetings. 4.2. Monthly Financial Reporting. Tukwila shall provide monthly financial reports to the TPMPD. The monthly reports shall provide all income and expenses. including staffing and support services, separating operational expenses from capital expenses and TPMPD administrative costs. The reporting shall be submitted to the TPMPD Board in time to be included in the distribution for the monthly public meeting. 4.3. Monthly Operations Reporting. Tukwila shall provide a monthly operations report to the TPMPD. The monthly operations report shall be consistent with Tukwila's current monthly operations report format and content. L3. Other Reporting. Tukwila shall provide the TPMPD with Monthly quarterly report Attachment D: 7 -9 -14 Proposed Draft ILA with track changes 36 4.4. Performance _Audits. The TPMPD may conduct Performance Audits at such time as TPMPD determines a Performance Audit is necessary. Performance Audits will include, but are not limited to, review of Tukwila's _performance against Annual Operations Work Plan benchmarks, budget, timelines of current and future projects and other deliverables as presented to the Executive Director and outlined in the annual Annual Operations Work Plan, Tukwila Policies and Procedures. The TPMPD acirees to ado and follow all Tukwila olicies and procedures relating to the operation of the pool existing on the date of this Agreement. Tukwila reserves the right to modify, remove or add policies and procedures relating to the operation of the pool, provided however, if such policies and procedures affect the TPMPD's costs under this Agreement, such modified, removed or additional policies shall be subject to the prior approval of the TPMPD, such approval by the TPMPD not being unreasonably withheld. 6. TPMPD Policies and Procedures. The TPMPD reserves the right to adopt TPMPD policies and procedures that govern pool policy and operations. If such policies affect pool operations, TPMPD will obtain Tukwila's input prior to adopting the policies. If such policies or procedures affect the wages or working conditions of Tukwila employees-or-Tool-epeiittions, such policies and procedures shall be subject to prior approval by Tukwila, such approval not beinG unreasonabl withheld. TPMPD olicies ma not relax re uireinents below current local state or federal standards. TPMPD policies shall supersede allprevious policies once adopted. 7. Dispute Resolution, 7.1. Negotiation. In the event a dispute arises under this Agreement the parties aLTree to engage in a process of negotiation to resolve such dispute. 7.2. Mediation. If the parties are unable to resolve l° a dispute: regarding this Agreement through negotiation, either party may demand mediation through a process to be mutually agreed to in good faith between the parties within 30 days. The parties shall share equally the costs of mediation and each party shall be responsible for their own costs in preparation and participation in the mediation, including expert witness fees and reasonable attorney's fees. 3.2 If a mediation process cannot be agreed upon or if the mediation fails to writing to an alternative dispute resolution process. The arbitration shall be before a be mutually agreed or established by the assigned Arbitrator, and the laws of Attachment D: 7-9-14 Proposed Draft ILA with track changes 37 demanding the trial de novo does not - improve its position from the arbitrator's attorney fees to the other party, including all costs, attorney fees and ex-peftos associated with any appeals. regarding this Agreement, and its interpretation, application or breach, regardless of of the amount or type of relief demanded. 478.General Provisions, 8.1. No Se arate Entity Created. This A reement does not establish a se arate le al entit joint board. or administrative section for the purpose of acquiring. manaaing. or disposing of property, or any other financial obligation allowed under the Interlocal Cooperation Act. 8 2 Administration. Unless the Parties otherwise a ree, there shall be no lead agency responsible for the administration of this Agreement, This Agreement shall be administered jointly by the chief officers of the respective Parties. 8.3. Property Ownership. This Agreement does not provide for jointly owned property. All property presently owned or hereafter acquired by using TPMPD funds shall remain the property of the TPMPD and all property presently owned or hereafter acquired using City funds in performing services under this Agreement shall remain the property of the City in the event of the termination of this agreement. 8.4. Benefits. This agreement is entered into for the benefit of the parties to this agreement only and shall confer no benefits. direct or implied, on any third persons. 448.5. Effective Date. This Agreement shall be effective upon ratification by each Party's governing body and execution by TPMPD's Board President and the Mayor of Tukwila. 448.6. Amendment. This Agreement may be amended only upon the consent of both Parties. Any amendments shall be in writing and shall be ratified and executed by the Parties in the same manner in which this Agreement was originally adopted. 4738.7. Waiver. The waiver by any party of any breach of any term, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same term, covenant, or condition of this Agreement. Attachment D: 7-9-14 Proposed Draft ILA with track changes 38 448.8. Severability. If any provision of this Agreement shall be held invalid, the remainder of the Agreement shall not be affected thereby. 448.9. Entire Agreement. This Agreement represents the entire understanding of the Parties and supersedes any oral representations that are inconsistent with or modify its terms and conditions. 448.10. Counterparts. This Agreement shall be effective whether signed by all Parties on the same document or signed in counterparts. Notices. Any notice to be provided under the terms of this Agreement, shall be delivered by certified mail, return receipt requested, or by personal service to the following: For Tukwila: For TPMPD: City Clerk City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 Attachment D: 7 -9 -14 Proposed Draft ILA with track changes President TPMPD 6200 Southcenter Blvd. Tukwila, WA 98188 39 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed. CITY OF TUKWILA TUKWILA POOL METROPOLITAN PARK DISTRICT By: By: Jim Haggerton, Mayor Title: De'Seal Quinn . Board President Dated: Dated: Attest: Attest: Christy O'Flaherty, City Clerk Title: Kate Kruller, Clerk of the Board Approved as to Form: Approved as to Form: Shelley M. Kerslake, City Attorney Brian Snure, Attorney for TPMPD Attachment D: 7 -9 -14 Proposed Draft ILA with track changes 40 City of Tukwila Community Affairs and Parks Committee COMMUNITY AFFAIRS AND PARKS COMMITTEE - Meeting Minutes July 15, 2014 — 5:30 p.m. — Hazelnut Conference Room PRESENT Councilmembers: Joe Duffie, Chair; Dennis Robertson, Verna Seal Staff: Jack Pace, Ryan Larson, Lynn Miranda, Rachel Turpin, Laurel Humphrey CALL TO ORDER: Committee Chair Duffie called the meeting to order at 5:30 p.m. PRESENTATIONS II. BUSINESS AGENDA Committee Chair Duffie requested a moment of silence in memory of Shelley Kerslake. A. Grant Acceptance: Duwamish Gardens Project Staff is seeking Council approval to approve a grant agreement with the Salmon Recovery Funding Board for $949,434.00 for the Duwamish Gardens Project, which is now in the final design and permitting phase with construction expected this fall. This award requires a City match of $301,523 which can come from other non -State funding sources, and an additional $1,565,000.00 in construction grant funding has already been secured from the King County Flood Control District and King Conservation District. The total construction cost estimate is $1,800,000.00. UNANIMOUS APPROVAL. FORWARD TO JULY 21, 2014 REGULAR CONSENT AGENDA. B. Contract: Heartland LLC Staff is seeking Council approval of a service contract with Heartland LLC to evaluate how the Landscape Conservation and Local Infrastructure Program (LCLIP) promoting urban redevelopment and resource land conservation could be implemented in the City. The cost for these services is $42,060 and is fully funded by a Washington State Department of Commerce grant which was accepted in May 2014. LCLIP is a program that allows cities to access a portion of county property tax in exchange for adopting policies that incentivize protection of resource lands while directing development toward urban growth areas. UNANIMOUS APPROVAL. FORWARD TO JULY 21, 2014 REGULAR CONSENT AGENDA. C. Interlocal Agreement: Tukwila Pool Metropolitan Park District Staff is seeking Council approval of amendments to the Interlocal Agreement for Pool Operations and Support Systems proposed by the Tukwila Pool Metropolitan Park District (TPMPD) Board of Commissioners. The Committee previously reviewed proposed amendments to the ILA at its June 10 meeting and forwarded those amendments to the June 23, 2014 Committee of the Whole. At its June 25, 2014 TPMPD meeting the Board approved additional changes that must subsequently be approved by the Council. The Committee discussed the most recent version of the ILA as well as the direction of the pool operations and likely transition to a different provider. Following discussion, Councilmember Robertson approved the latest version of the ILA and Councilmembers Duffie and Seal were in favor of forwarding the item to the Committee of the Whole with no recommendation. DIVIDED RECOMMENDATION. FORWARD TO JUNE 28, 2014 COMMITTEE OF THE WHOLE FOR DISCUSSION. 41