HomeMy WebLinkAboutCONSENT PHUGA Water Plant operations amend 1 Department of Public Works
O Consent Agenda
Page 1 of 2
Jefferson County
Board of Commissioners
Agenda Request
To: Board of Commissioners
Josh Peters, County Administrator
From: Monte Reinders, Public Works Director
Agenda Date: December 8, 2025
Subject: Amendment#1, Interlocal Agreement (ILA) with Jefferson Public Utility
District#1 for Operations of the Port Hadlock Urban Growth Area
(PHUGA) Water Reclamation Facility (WRF)
Statement of Issue:
This Amendment clarifies that Jefferson County will pay the full cost of a second wastewater
treatment plant operator, employed by JPUD, for operation of the Port Hadlock Wastewater
Treatment Plant (WWTP).
Analysis/Strategic Goals/Pro's&Con's:
The County and JPUD entered into an Interlocal Agreement on December 16, 2024 for
administration, operations, and maintenance of the Port Hadlock WWTP. In Section 16.6
Negotiated Costs of that agreement, under sub section 16.6.2, it was stated that the County
would pay for 50%of the cost of a Group III certified WWTP Operator. At the time it was
recognized that running a treatment plant would require additional backup the WWTP
operator, but it was understood that further experience with the plant would be needed to gain
a full understanding of the needs. The ILA indicated that these other costs would be paid on a
time and materials basis. The JPUD is now proposing that the County pay for the full cost of the
second operator or essentially pay for 1.50 full-time equivalents (FTEs)to run the WRF.
A municipal WWTP cannot be operated with a single employee. Contracting with the JPUD is
the most cost-effective way to run this utility, which has proven to benefit the community in a
variety of ways already. It is not unreasonable to assign 1.50 FTEs to the operation of the
PHUGA Water Reclamation Facility.
Fiscal Impact/Cost Benefit Analysis:
The estimated fully-loaded cost for 1.50 FTE per JPUD would be $158,620. Costs for equipment
and supplies are billed separately.
Department of Public Works
O Consent Agenda
Page 2 of 2
Recommendation:
Public Works recommends that the Board authorize the attached Amendment#1 to the
Interlocal Agreement with JPUD for operations of the Port Hadlock Urban Growth Area
(PHUGA) Water Reclamation Facility.
Department Contact: Monte Reinders, Public Works Director x242
Reviewed By:
,i I ?4rd!/A 12/3/2025
Jo Peters, County Administrator Date
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: JPUD#1 Contract No: Jt'Ub
Contract For: Amendment#1 Term: As per ILA
COUNTY DEPARTMENT: Public Works
Contact Person: Monte Reinders
Contact Phone: x242
Contact email: mreinders@co.iefferson.wa.us
AMOUNT: approximately$100,152/year PROCESS: _ Exempt from Bid Process
Revenue: $100,152 Cooperative Purchase
Expenditure: $100,152 Competitive Sealed Bid
Matching Funds Required: N/A Small Works Roster
Sources(s)of Matching Funds N/A — Vendor List Bid
Fund# Sewer Operations _ RFP or RFQ
Munis Org/Obj ✓ Other:ILA Amendment#1
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMP CE E .55.08I0 AND CHAPT 42 3 RCW.
CERTIFIED: n N/A:
Signature to
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT B . DE RED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: E N/A:
Si aturc ate
STEP 3: RISK MANAGEMENT REVIEW(will he added electronically through Laserfiche):
Electronically approved by Risk Management on 12/3/2025.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 12/4/2025.
(1) Missing standard langugage for contract amendments; and, (2) Missing
required PAO approval language and attestation by Clerk of the Board.
Modified as required and provided a revised document in clean and redlined
form by email from Philip Hunsucker. PAO approval is conditioned on
corrections.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL.
Amendment #1
To the
INTERLOCAL AGREEMENT FOR PORT HADLOCK UGA SEWER SYSTEM
ADMINISTRATION,OPERATIONS, AND MAINTENANCE
BETWEEN
JEFFERSON COUNTY AND JEFFERSON COUNTY PUBLIC UTILITY DISTRICT #1
Section 16.6 Negotiated Costs is hereby modified as follows:
Add the following language:
In addition to reimbursing JPUD for fifty percent(50%) of the cost of an Ecology certified
Group III wastewater treatment plant operator, as per Section 16.6.2, the County shall also
reimburse JPUD for one hundred percent(100%) of the cost ofa second operator possessing at
least an Ecology Group II wastewater operator certification, including salary,fringe benefits, and
reasonable overhead, the cost at market rates.
No other changes are being made to this Agreement.
IN WITNESS WHEREOF,the Parties hereby execute this Agreement.
JEFFERSON COUNTY WASHING TON JEFFERSON COUNTY PUBLIC
Board of County Commissioners UTILITY DISTRICT NO. 1
Jefferson County, Washington
By: By:
Heather Dudley-Nollette, Date Kenneth Collins, Commissioner Date
Commissioner
By: By:
Heidi Eisenhour, Chair Date Dan Toepper, Commissioner Date
By: By:
Greg Brotherton, Commissioner Date Jeff Randall, Commissioner Date
By: By:
Monte Reinders, Date Joseph Wilson, Date
Public Works Director General Manager
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SEAL:
ATTEST:
Carolyn Galloway, CMC Date
Clerk of the Board
Approved as o form nly:
ac December 3, 2024
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney,
Counsel for Jefferson County
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44 � PUB
Jefferson County
&q O-• Public Utility District
INTERLOCAL AGREEMENT
FOR PORT HADLOCK UGA
SEWER SYSTEM
ADMINISTRATION,
OPERATIONS, AND
MAINTENANCE
BETWEEN
JEFFERSON COUNTY AND
JEFFERSON COUNTY PUBLIC
UTILITY DISTRICT #1
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Table of Contents
Table of Contents
Section 1. Recitals 1
Section 2 Rules of Interpretation. 2
Section 3 Definitions. 2
Section 4 Authority. 5
Section 5 Purpose of this Agreement 5
Section 6 Effective Date. 5
Section 7 Administration of this Agreement. 5
Section 8 Ownership of the PHUGA sewer system utility 6
Section 9 Future Expansions and Extensions. 6
Section 10 Future Ownership of the PHUGA Sewer System by JPUD Not Prohibited. 6
Section 11 Independent Contractor. 6
Section 12 Operation and Maintenance of the PHUGA Sewer System. 6
Section 13 Customer Billing Services 10
Section 14 Engineering Needs, New Customer Connections, PHUGA Sewer System Capacity,
and PHUGA Sewer System Extensions. 11
Section 15 Customer Service 12
Section 16 Finance 13
Section 17 Debt 16
Section 18 Permits. 16
Section 19 Ownership and Use of Documents. 16
Section 20 Compliance with Laws Related to the Operation and Maintenance of the PHUGA
Sewer System 16
Section 21 Audit, Books, and Inspections. 16
Section 22 Sharing Ordinance and Policies 17
Section 23 Indemnification and Hold Harmless. 17
Section 24 Property Coverage Requirements for County-Owned Structures in the PHUGA
System 18
Section 25 Liability Coverage Requirements. 18
Section 26 Worker's Compensation Requirement. 20
Section 27 Survival. 20
Section 28 Term of Agreement,Notice of Expiration or Negotiation and Termination. 20
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Section 29 Subcontracting and Vendor Requirements. 21
Section 30 Controlling Law 21
Section 31 Dispute Resolution 21
Section 32 Legal and Regulatory Compliance. 23
Section 33 No Harassment or Discrimination. 23
Section 34 Safety. 23
Section 35 Drug Use Policy 23
Section 36 Tobacco Use Policy. 23
Section 37 General Provisions. 23
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This Agreement is made by and between the Jefferson County, a Washington municipal
corporation (County), and the Jefferson County Public Utility District #1, a Washington Public
Utility District (JPUD) (individually a Party and collectively the Parties). In accordance with
chapter 39.34 RCW and in consideration of the terms and conditions contained herein,or attached
and incorporated and made part hereof, the Parties,through their respective legislative bodies, do
hereby agree as follows:
Section 1. Recitals
1.1 The governing bodies of each of the Parties have determined to enter into this Agreement
as authorized and provided for the Interlocal Cooperation Act, codified at chapter 39.34
RCW.
1.2 Planning efforts undertaken in the late 1990s to comply with the Growth Management Act,
chapter 36.70A RCW(GMA)resulted in the 2004 adoption of Ordinance No. 10-0823-04,
which created the Irondale and Port Hadlock Urban Growth Area ("PHUGA") in 2004 in
order to provide an area for urban growth in the unincorporated county and because this
area was already"characterized by urban growth".
1.3 Under GMA,urban levels of services including the provision of public sewers are required
in urban growth areas for urban zoning and development.
1.4 There is a demand for urban commercial services and housing density in unincorporated
Jefferson County in order to provide for a growing population and a healthy and diversified
economy within the region.
1.5 The Washington State Departments of Ecology(Ecology) and Washington Department of
Health, in approving the Sewer Facility Plan (March 30, 2021 Facility Plan Update
Approval Letter), approved County as the owner of the PHUGA wastewater system.
1.6 County is constructing the PHUGA sewer system in the Phase I Core Area, and is
authorized pursuant to provide sewer service to properties located within the Phase I Core
Area.
1.7 County intends to bring initial sewer customers on line in mid to late 2025.
1.8 Operation,maintenance,and administrative services shall be necessary once customers are
connected and the system is running.
1.9 JPUD currently operates utilities including domestic water, electricity, broadband/fiber,
and large on-site septic systems.
1.10 JPUD is the water provider for the PHUGA and already has an established billing system
for water customers in the PHUGA.
1.11 JPUD is well-positioned to provide billing, operation, and maintenance services for the
sewer system in Port Hadlock based on JPUD's staffing and experience and the economies
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and efficiencies that can be gained by having an existing utility provider such as JPUD take
on this role.
1.12 The Parties desire to provide cost-effective operation and maintenance services for the
PHUGA sewer system.
1.13 JPUD has expressed interest in providing sewer service in the PHUGA and recognizes the
advantages that sewer service the PHUGA can provide.
Section 2 Rules of Interpretation.
The following rules apply to interpretation of words as used in this Agreement:
2.1 If there is any disagreement between this Agreement and the PHUGA sewer utility code,
then the PHUGA sewer utility code shall prevail.
2.2 All words shall have their normal and customary meanings, unless specifically defined
otherwise in this Agreement or the PHUGA sewer utility code;
2.3 Any gender-specific term shall be interpreted as if it is male, female,or neutral gender;
2.4 Any term phrased in the plural shall also be interpreted to mean the singular, and any
singular term shall be interpreted to also mean the plural; and,
2.5 The present tense shall include the future.
Section 3 Definitions.
3.1 "Agreement" means this Interlocal Agreement for Port Hadlock UGA Sewer System
Administration, Operation and Maintenance Between Jefferson County and Jefferson
County Public Utility District#1.
3.2 "Charges"means the charges listed in the PHUGA sewer system fee schedule.
3.3 "Customer"means a property owner or tenant who is receiving service from a connection
to the PHUGA sewer system.
3.4 "County" means the Jefferson County, a Washington municipal corporation existing and
operating pursuant to Title 36 Revised Code of Washington.
3.5 "Department"means the Jefferson County Department of Public Works.
3.6 "Director"means the director of the Department.
3.7 "Ecology"means the Washington State Department of Ecology.
3.8 "Effective Date"means the date specified in section 6.
3.9 "Expiration Date"means the date specified in section 28.1.
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3.10 "General manager" means the general manager of JPUD.
3.11 "Grinder pump" means a pump located for a service connection that grinds any solids
within wastewater, and then pumps the liquid and ground solids into the PHUGA sewer
system.
3.12 "Grinder pump control panel"means a grinder pump's centralized electric components that
provide electrical coordination for system operation.
3.13 "Grinder pump system" means a grinder pump, a grinder pump tank, a grinder pump
control panel, and a side sewer from the grinder pump tank to the pressure sewer system,
along with the electrical system necessary to power operation of the grinder pump system.
3.14 "Grinder pump tank"means a tank that contains a grinder pump.
3.15 "JCC"means the Jefferson County Code, as currently enacted or as later amended.
3.16 "JPUD"means the Jefferson County Public Utility District No. 1.
3.17 "Maintenance" means all the work required to keep the PHUGA sewer system in good
usable, operational condition.
3.18 "May"means an action is permissible, but is not required.
3.19 "Membrane bioreactor"("MBR")means a wastewater treatment process that combines the
extended aeration-activated sludge process with a physical separation process using
membranes immersed into aeration basins. An MBR provides a positive barrier to
particulate, colloidal and dissolved solids above the 0.1-micron range, and produces Class
A reclaimed water.
3.20 "O&G"(formerly referred to as "FOG")means oil and grease,a component of wastewater
typically originating from food stuffs (animal fats or vegetable oils) or consisting of
compounds of alcohol or glycerol with fatty acids(soaps and lotions). Typically expressed
in mg/L.
3.21 "Operation"means performing all of the work required to keep the PHUGA sewer system
running.
3.22 "Or"means "or" and and/or.
3.23 "Parties"means both JPUD and County.
3.24 "Party"means one of the Parties.
3.25 "Person" means any individual, firm, company, corporation, partnership, association,
society or group, and includes person as that term is defined in RCW 1.16.080.
3.26 "Phase I Core Area" means the core area shown on Table ES-1 and Figure ES-1 on the
Port Hadlock UGA Sewer Facility Plan Update(Feb. 2021) at pages xix to xx.
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3.27 "PHUGA sewer system fee schedule" means the schedule of charges for the operation of
the PHUGA sewer system adopted by the Jefferson County Board of Commissioners by
resolution,pursuant to the process identified in chapter 3.80 JCC, establishing the charges
enacted under this PHUGA sewer utility code.
3.28 "PHUGA sewer system improvements" means PHUGA sewer system improvements,
including but not limited to: right-of-way easements, sewer easements, design,
engineering,surveying,inspection,testing,connection charges,and installation as required
by the county. PHUGA sewer system improvements also include, but are not limited to
treatment plants, low pressure sewer mains, lift stations, force mains, and telemetry
systems.
3.29 "PHUGA sewer manual" means the Port Hadlock UGA Sewer System Design Standards
and Plans Manual, a document containing the technical and administrative requirements
for the PHUGA sewer system, including specifications, details, drawings, administrative
forms,connection requirements, ownership responsibilities, and other matters pertinent to
connection to the PHUGA sewer system.
3.30 "PHUGA sewer system" means the Port Hadlock UGA sewer system, including the
wastewater treatment plant, all grinder pump systems, and all PHUGA sewer system
improvements.
3.31 "PHUGA sewer system utility" means the entity that operates the PHUGA sewer system.
3.32 "PHUGA sewer utility code"means chapters 13.01 through 13.09 JCC.
3.33 "Port Hadlock UGA" or "PHUGA" means the Irondale and Port Hadlock Urban Growth
Area established pursuant to the Jefferson County comprehensive plan and Ordinance No.
10-0823-04, as amended.
3.34 "Pressure sewer system"means a system of connected pipes that collects wastewater from
individual properties and conveys it to the wastewater treatment plant,using grinder pump
systems on individual properties.
3.35 "Property owner" means the owner of record of a lot or parcel within the Port Hadlock
UGA.
3.36 "RCW"means the Revised Code of Washington,as currently enacted or as later amended.
3.37 Public Utility Risk Management Services Joint Self-Insurance Fund or "PURMS" means
the joint self-insurance program created pursuant to chapters 48.62 and 39.34 RCW of
which JPUD is a member.
3.38 "Section"means a section of this Agreement, unless otherwise specified.
3.39 "Shall" means a mandate; the action must be done.
3.40 "Subsection"means a subsection of this Agreement, unless otherwise specified.
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3.41 "Technical standards and specifications"means the technical standards and specifications
listed in JCC 13.03.020.
3.42 "WAC" means the Washington Administrative Code, as currently enacted or as later
amended.
3.43 "Wastewater" means the liquid and liquid-carried waste from structures, together with
minor quantities of groundwater, stormwater and surface waters that are not intentionally
admitted. "Wastewater" includes both domestic wastewater as defined in WAC 173-240-
020(4), industrial wastewater as defined in WAC 173-240-020(8).
3.44 "Wastewater infiltration pond" means the structure that collects, temporarily stores, and
infiltrates wastewater treated by the wastewater treatment plant.
3.45 "Wastewater Treatment Plant" or "WWTP" means Comity's Membrane bioreactor"
("MBR")plant located at 243 Lopeman Road,Port Hadlock,Washington,inclusive of,but
not limited to, any appurtenant headworks, outfall, buildings, odor control systems,
biosolids handling equipment,wastewater infiltration pond, or, generators, etc.
3.46 "Washington Counties Risk Pool" or "WCRP" means the joint self-insurance program
created pursuant to chapters 48.62 and 39.34 RCW of which County is a member.
Section 4 Authority.
This Agreement is based upon the authority of the 39.34 RCW, which authorizes public
agencies to enter into agreements to assist and cooperate with each other to better serve the
needs of the municipal corporations and the local community.
Section 5 Purpose of this Agreement.
The purpose of this Agreement is to provide for long-term operation and maintenance of
the PHUGA sewer system, and certainty for the Parties.
Section 6 Effective Date.
The effective date of this Agreement is the date the last Party signs this Agreement.
Section 7 Administration of this Agreement.
7.1 No Separate Legal Entity Created.
No separate legal entity has been created to operate the PHUGA sewer system.
7.2 Joint Administration.
This Agreement shall be administered by both Parties.For County,this Agreement shall
be administered by the director or their designee. For JPUD, this Agreement shall be
administered by the general manager or their designee.
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7.3 Property Acquisition and Disposition
This Agreement does not contemplate the joint acquisition of property by the Parties. At
termination,each Party will remain the sole owner of its own property.
Section 8 Ownership of the PHUGA sewer system utility.
County is and shall remain the owner of the PHUGA sewer system utility.
Section 9 Future Expansions and Extensions.
County and JPUD agree that expansion of the PHUGA sewer system to serve additional areas
within the UGA is desirable. Both Parties shall cooperate in efforts to bring sewer service to
additional customers. County shall take the lead in planning for future expansions and
developing financing plans for future expansions or extensions. JPUD shall participate in efforts
with County to extend sewer service to other areas inside the PHUGA.
Section 10 Future Ownership of the PHUGA Sewer System by JPUD Not Prohibited.
Nothing in this Agreement shall prevent County and JPUD from exploring the eventual transfer
of the PHUGA sewer system to JPUD ownership. Any such transfer shall be subject to the
mutual agreement of the Parties.
Section 11 Independent Contractor.
The Parties agree that JPUD is an independent contractor with respect to the services provided
pursuant to this Agreement. JPUD specifically has the right to direct and control JPUD's own
activities, and the activities of its subcontractors, employees, agents, and representatives, in
providing the agreed services in accordance with the technical standards and specifications (see
section 3.45) and the PHUGA sewer manual (see section 3.33)provided by County, per industry
standards,and as required by permitting agencies. Nothing in this Agreement shall be considered
to create the relationship of employer and employee between the Parties. Neither JPUD nor any
employee of JPUD shall be entitled to any benefits accorded County employees by virtue of the
services provided under this Agreement, including, but not limited to: retirement; vacation pay;
holiday pay; sick leave pay; medical, dental, or other insurance benefits; fringe benefits; or any
other rights or privileges afforded to Jefferson County employees. County shall not be responsible
for withholding or otherwise deducting federal income tax or social security or for contributing to
the state industrial insurance program, otherwise assuming the duties of an employer with respect
to JPUD, or any employee of JPUD.
Section 12 Operation and Maintenance of the PHUGA Sewer System.
12.1 At least 30 days before operation of the PHUGA sewer system,County shall provide JPUD
with all existing operation and maintenance manuals,procedures,and schedules,including
the technical standards and specifications(see section 3.45)and the PHUGA sewer manual
(see section 3.33).
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12.2 JPUD and County shall work cooperatively to establish proper maintenance intervals and
procedures for PHUGA sewer system, in addition to those in the technical standards and
specifications(see section 3.45) and the PHUGA sewer manual (see section 3.33).
12.3 JPUD and County shall work cooperatively to ensure that the PHUGA sewer system is
operated and maintained properly and cost effectively.
12.4 JPUD shall perform all tasks required to successfully operate the PHUGA sewer system.
Operation, maintenance and repairs shall be performed as required to operate the system
reliably,cost effectively,and in accordance with permit requirements. Tasks shall include,
but are not limited to,the following:
12.4.1 PHUGA Sewer System Flushing.
The PHUGA sewer system has been designed to operate without need for
frequent cleaning of the sewer lines;however, the PHUGA sewer system has been
provided with a series of sewer cleanouts. Should it become necessary to clean a
section of the PHUGA sewer system,JPUD shall access the system via these
cleanouts using appropriate equipment.
12.4.2 Valve Exercising.
PHUGA sewer system valves shall be exercised periodically to ensure that they
operate correctly and to prevent them from seizing.
12.4.3 Air Vacuum Relief Valves.
Air vacuum relief valves shall be periodically inspected. Odor control media
shall be replaced at manufacturer's recommended intervals.
12.4.4 PHUGA Sewer System Repair.
The PHUGA sewer system consists primarily of 2-inch to 6-inch diameter welded
HDPE pipes which are durable and should require only minimal maintenance.
The pipes do not have joints to leak or that would be susceptible to root intrusion.
If a PHUGA sewer system pipe is damaged for any reason,JPUD shall arrange
for the repair of said pipes and obtain any permits required for repair by the utility
Franchise Agreements.
12.4.5 Grinder Pump Systems.
Grinder pump systems located on customer property are part of the PHUGA sewer
system. JPUD shall:
12.4.5.1 Remotely monitor grinder pump performance using an available
system provided by County.
12.4.5.2 Respond to customer calls for grinder pump service.
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12.4.5.3 Service grinder pump systems in accordance with manufacturer's
recommendations.
12.4.5.4 Replace grinder pumps with spares held in inventory that is maintained
by JPUD.
12.4.5.5 Manage an inventory of spare grinder pumps and parts for the grinder
pump system. County shall provide an initial supply of spare grinder
pumps.
12.4.5.6 Repair components of grinder pump systems either in-house or by a
vendor, whichever is most cost-effective.
12.4.5.7 During extended power outages, operate grinder pumps systems as
necessary using portable generators.
12.4.5.8 Respond to customer requests or alarms on grinder pump systems.
12.4.6 Locate Services.
County shall provide JPUD with accurate as-built drawings of the PHUGA sewer
system upon completion of construction. Said drawings shall be in such format as
can be included in JPUD GIS mapping and database system. JPUD shall be
responsible for maintaining as-built records as a PHUGA sewer system extension
or expansion occurs. JPUD shall subscribe to and provide utility locate services,
such as"Call Before You Dig", for the PHUGA sewer system. It is advantageous
for the Parties to have JPUD perform utility locate services for the sewer because
JPUD shall already perform this service for JPUD water,power, and broadband
infrastructure in the sewer service area, and therefore JPUD can perform this
work cost-effectively.
12.4.7 Wastewater Treatment Plant(WWTP).
JPUD employs existing staff for its public water systems and shall employ
additional staff with expertise and certifications required for operation of a public
wastewater system. JPUD shall direct and oversee said staff to deliver cost-
effective operation and maintenance of the PHUGA sewer system in accordance
with the technical standards and specifications (see section 3.45) and the PHUGA
sewer manual (see section 3.33) provided by County, per industry standards, and
as required by permitting agencies,provided by County and per industry standards
and as required by permitting agencies. JPUD shall have full authority to direct
said staff as JPUD employees for the operation of the WWTP. JPUD staff shall
remain employees of JPUD and shall not be considered employees of Jefferson
County. JPUD and County shall work cooperatively to establish proper
maintenance intervals and procedures.
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12.5 Resource Sharing with Other Agencies.
Both Parties recognize that adequate staffing is essential for reliable operation to meet
Permit conditions. At the same time,both Parties recognize that labor costs shall drive the
overall cost to bring sewer service to the community. As such, the Parties agree that
resource sharing with other agencies may be an effective way to help bring cost-effective
services,with adequate redundancy,to the PHUGA sewer system.
12.6 County-owned Equipment.
County shall provide certain equipment and tools for the operation and maintenance of the
wastewater treatment plant. Said equipment shall remain owned by County unless
specifically transferred to JPUD via other written mechanism. JPUD shall operate and
maintain this equipment according to manufacturer's recommendations. County shall
develop replacement schedules for this equipment and a cost-recovery methodology and
fund for its maintenance and replacement. County and JPUD shall work cooperatively to
identify and manage equipment requirements and replacements.
12.7 JPUD-owned Equipment.
JPUD has certain equipment that can be used for operation and maintenance of the WWTP.
JPUD may develop charges to County for use of such JPUD owned equipment which can
be equitably distributed to the cost for operating the WWTP. JPUD and County shall work
cooperatively to identify additional and ongoing equipment and tool needs and determine
how best to acquire said equipment or tools. It shall be the intent of this Agreement that
JPUD shall be able to recover costs from customers or County for equipment/tools used to
operate and maintain the WWTP,County shall cooperate in making sure JPUD will recover
such costs.
12.8 Parts and Supplies.
County shall provide JPUD a list of supplies, chemicals, etc. needed to operate and
maintain the WWTP. JPUD shall be responsible for procuring said required supplies and
shall recover costs from the customers and County as described elsewhere in this
Agreement. JPUD shall manage an inventory of spare parts and supplies as necessary to
operate the WWTP. Parts and supplies may be stored at the WWTP or at JPUD facilities.
12.9 Description of Typical Operation and Maintenance Duties.
JPUD shall perform all tasks required to successfully operate the WWTP. Operation,
maintenance and repairs shall be performed as required to operate the system reliably,cost
effectively,and in accordance with permit requirements. County shall provide JPUD with
detailed operation and maintenance manual(s), procedures, and schedules. Typical tasks
shall include,but are not limited to, the following:
12.9.1 Operate the WWTP in accordance with permits, the Operations Manual, and
industry accepted practices.
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12.9.2 Monitor performance of the WWTP using the SCADA System provided by
County.
12.9.3 Coordinate with the WWTP equipment supplier Ovivo USA, LLC for
performance monitoring.
12.9.4 Clean membranes as required.
12.9.5 Add chemicals as necessary for the treatment process.
12.9.6 Perform (or contract for) laboratory testing and submit reports as required by
permitting agencies.
12.9.7 Exercise and lubricate parts as per manufacturers recommendations.
12.9.8 Arrange for parts/equipment maintenance or replacement.
12.9.9 Inspect system components as outlined in the technical standards and
specifications (see section 3.45) and the PHUGA sewer manual (see section
3.33).
12.10 Biosolids Transport.
The WWTP includes equipment for biosolids thickening to approximately 12% solids
content. County has arranged for the acceptance and disposal of biosolids at the City of
Port Townsend compost facility. JPUD shall be responsible for arranging for the
transportation of biosolids from the WWTP to the City of Port Townsend compost facility.
12.11 Wastewater Infiltration Pond.
JPUD shall maintain the wastewater infiltration pond in accordance with Ecology permit
requirements. County may have equipment to provide for vegetation management at JPUD
request.
12.12 Mutual Assistance Agreements.
At its discretion, County or JPUD may develop mutual assistance agreements with other
regional wastewater service utilities or contractors for operational resiliency.
Section 13 Customer Billing Services
13.1 Intent.
JPUD is a public utility district formed and operated pursuant to title 54 RCW, with
existing utility customers, and it is the intent of this Agreement that County not duplicate
services that can more conveniently and cost-effectively be delivered by JPUD. County
has developed the PHUGA sewer utility code,with the collaboration of JPUD staff, that is
intended to blend well with current JPUD practices.
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13.2 Customer Billing System.
JPUD currently manages a utility billing system for water system customers in Port
Hadlock. The PHUGA sewer system fee schedule establishes a system of charges to
recover costs from customers, which includes flat rate charges as well as charges based
upon water use. JPUD shall adapt its customer billing system to invoice wastewater
customers for the PHUGA sewer system fee schedule. JPUD shall provide County access
to view the status of sewer customer accounts as well as a monthly summary of sewer
charges and receipts. JPUD and Jefferson County shall work cooperatively to develop and
implement a system of reporting that is acceptable to both Parties.
13.3 Customer Billing Inquiries.
Questions regarding sewer billing shall be directed to JPUD which shall be responsible for
answering questions and resolving billing issues.
13.4 Low-Income Program.
JPUD shall be responsible for implementing the low-income program,which is described
in JCC 13.05.030 of the PHUGA sewer utility code. This low income program was
modeled after JPUD program which already exists.
Section 14 Engineering Needs, New Customer Connections, PHUGA Sewer System Capacity, and
PHUGA Sewer System Extensions.
14.1 Engineering Needs.
County shall be responsible for any engineering needs associated with the PHUGA sewer
system. Engineering needs may include, but are not limited to, PHUGA sewer system
improvements. The parties do not expect there to be any joint utilization of architectural
or engineering services that would require compliance with RCW 39.34.030(6)(a).
14.2 New Customer Connections.
Initially, County shall be responsible for intake and evaluation of applications for new
sewer connections. County shall coordinate closely with JPUD to oversee the construction
of new connections. In the future, as County and JPUD gain experience managing the
PHUGA sewer system,this arrangement can be evaluated and revised if the Parties find it
advantageous. County shall be responsible for engineering related to new customer
connections.
14.3 PHUGA Sewer System Capacity Expansions.
The PHUGA sewer system has been designed to accommodate growth;however, capacity
is not unlimited and system expansion shall be required in the future. County and SPUD
shall monitor the capacity of the PHUGA sewer system as new connections are added and
work cooperatively to plan for capacity expansion. County shall be responsible for
engineering related to PHUGA sewer system expansion.
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14.4 PHUGA Sewer System Extensions.
The PHUGA sewer system may be extended in several ways including through joint
County and JPUD efforts to obtain funding,through grants,through developer extensions,
and through Local Improvement Districts (LIDs). County and JPUD shall work
cooperatively to ensure that extensions follow a logical pattern and that system capacity is
adequate. Costs for engineering or engineering review shall be borne by County or
developers as appropriate,unless otherwise agreed by the Parties in advance.
14.5 System Development Charges(SDCs).
County shall collect system development charges ("SDC") made pursuant to JCC
13.05.040(2)(c).
14.6 Other Charges.
County shall collect other fees and charges associated with new connections and sewer
extensions in accordance with the PHUGA sewer utility code.
Section 15 Customer Service
15.1 Customer Maintenance Calls and Complaints.
JPUD shall manage a system to handle customer maintenance calls and complaints.
Typical customer calls are anticipated to be related to system checks; grinder pump
malfunctions or alarms; power outages affecting sewer service; sewage backups; billing
questions.
15.2 After Hours Calls.
JPUD shall provide after hours and emergency call out services to customers.
15.3 Enforcement.
15.3.1 Enforcement shall be handled pursuant to chapter 13.07 JCC,JCC 13.04.0870,JCC
13.04.110, JCC 13.05.030,JCC 13.06.010,JCC 13.06.060, and Title 19 JCC.
15.3.2 As directed by the director or their designee, JPUD shall enforce violations of the
PHUGA sewer utility code, after consultation with the Jefferson County
Prosecuting Attorney's Office.
15.4 Non-Payment of Monthly Sewer Charges.
JPUD shall manage a process to handle customer non-payment of monthly sewer charges
similar to the process JPUD uses for its water customers.
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15.5 Fats, Oils,,Grease(O&G) Interceptors.
Grease interceptors are required for certain customers (refer to the PHUGA sewer utility
code). O&G interceptors shall be owned and maintained by the customer. County shall
regularly inspect O&G interceptors to ensure that customers are maintaining their properly.
County shall notify a customer if an O&G interceptor is not functioning properly and shall
take immediate action including notification,fines,or undertaking the work itself to correct
the deficiency and prevent damage to the PHUGA sewer system.
Section 16 Finance
16.1 Enterprise Fund.
The PHUGA sewer system operates as an enterprise fund designed to recover costs from
customers. Charges for the PHUGA sewer utility are set in the PHUGA sewer system fee
schedule. JPUD shall administer and collect all charges authorized in the PHUGA sewer
system fee schedule. County shall pay JPUD for its services to operate the PHUGA sewer
system using revenue from charges paid pursuant to PHUGA sewer system fee schedule
and County's other sources of funds, if the charges paid pursuant to the PHUGA sewer
system fee schedule are insufficient.
16.2 No Joint Budget.
This Agreement does not contemplate a joint budget.
16.3 Collection of Monthly Charges.
JPUD shall collect monthly charges from customers each month on the same schedule that
is used for JPUD water billing. No later than 45 calendar days following the end of each
billing month, JPUD shall provide a report to County showing the status of each customer
account. No more than 60 calendar days following the end of each billing month, JPUD
shall remit the customer fee revenue to County. JPUD shall transfer customer fee revenue
to County on a monthly or quarterly basis, as is mutually agreed upon. County shall place
said fee revenue in a separate fund or funds from funds used by the department for other
purposes. Fees collected for operation and maintenance shall be placed in a separate
account than fees collected for capital, long-term replacement, or from System
Development Charges(SDC charges).
16.4 Payment for JPUD Services.
No later than 30 days following the end of each billing month, JPUD shall submit an
invoice to County with a detailed and itemized list of JPUD expenses for the month.
County shall pay said invoice within 30 calendar days of receiving a properly detailed
invoice. County shall use customer revenues to pay for JPUD services. If customer
revenues are not adequate to cover all of JPUD costs, County shall cover the difference
with its own funds.
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16.5 JPUD Billing Format.
JPUD invoices shall contain adequate detail for County to review. Invoices may include
direct labor charges and fringe benefits, equipment charges, material invoices, and
overhead. If overhead is included in the charges, JPUD shall provide County with a
detailed overhead study or audit that adequately demonstrates how the overhead rate was
developed and applied.
16.6 Negotiated Costs.
16.6.1 JPUD shall hire a Group III wastewater treatment operator for the PHUGA sewer
system who has received a certification from Ecology that they meet the
requirements in WAC 173-230-250 and have not had their certification suspended
or revoked by Ecology.
16.6.2 County shall reimburse JPUD pay fifty percent (50%) of an Ecology certified
Group III wastewater treatment operator, including salary, fringe benefits, and
reasonable overhead,the cost at market rates.
16.6.3 County shall pay for JPUD's labor and equipment for operation and maintenance
of the PHUGA sewer system, including grinder pump systems,at a reasonable cost
including salaries, fringe benefits, and reasonable overhead.
16.6.4 County shall reimburse JPUD for the reasonable cost of any materials, supplies,or
invoices that JPUD incurs. JPUD shall not add any markup on said costs.
16.6.5 County shall pay JPUD a one-time reasonable fee for billing service set up. JPUD
estimates the total cost for the one-time set up $2,000.
16.6.6 County shall pay JPUD a flat fee of $800 per month for its customer billing
services. Said fee may inflate at a reasonable rate over time to reflect increased
JPUD costs or increased numbers of sewer customers.
16.6.7 County and JPUD shall negotiate in good faith regarding other costs as the Parties
gain experience in the operation of the PHUGA sewer system. In the meantime,
County shall pay JPUD 100 percent of its operating costs.
16.6.8 JPUD and County shall review costs regularly with the shared goal of operating the
PHUGA sewer system affordably. JPUD costs listed above are effective at startup
of the PHUGA sewer system in 2025 and subject to renegotiation no later than two
years (2 years)after startup.
16.7 Overhead Costs.
JPUD shall share with County its cost allocation methodology for distributing overhead
costs for management and other allowable overhead costs to the Sewer. Overhead shall be
distributed proportionally with consideration given to the PHUGA sewer system's overall
share of JPUD operational expenditures.
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16.8 Alternative Cost Recovery Methodologies.
This Agreement may be amended to use alternative cost recovery methodologies and
invoicing strategies that both Parties determine to be advantageous after adequate
experience with operation and maintenance with the PHUGA sewer system is obtained.
16.9 Billings.
A bill that has been properly addressed and deposited in the United States mail, either to
the address shown in section 37.1,or to another address designated by County or JPUD in
writing, shall be deemed to be presented to County for payment. If both Parties agree in
writing, electronic billing may be used, in which case the billing date is the date the bill is
sent electronically to the e-mail address designated in writing by County. County's
payment in full of the monthly bill shall be due and payable at JPUD's Business Office
twenty-five (25) days after the deposit of JPUD bill in the United States mail or the bill is
sent electronically to County("Due Date").Any bill not paid by the Due Date shall be past
due. JPUD may charge interest on any past due bill at the rate applied to other JPUD
customers, subject to RCW 35.67.210 or as such statute may be modified, amended or
superseded,for every month or portion of a month that the past due amount remains unpaid.
16.10 Notice of Disputed Bill.
If County believes that a bill from JPUD is in error,County shall notify JPUD and provide
supporting documents within the thirty(30) calendar days after JPUD's transmittal of the
bill to County. Notice of disputed bills shall include payment of undisputed amounts and
fifty percent (50%) of disputed amounts. Within ten (10) business days thereafter, the
Parties shall meet to attempt to resolve the billing dispute. If the billing dispute cannot be
resolved, then the Parties shall proceed with Informal Dispute Resolution under section
31.1.
16.11 Notice and Opportunity to Cure Payment Default.
If a past due bill remains unpaid and no notice of disputed bill has been timely filed as
required by section 16.10,JPUD shall give written notice and opportunity to cure to County
("Notice to Cure"). Defaults other than payment defaults,are addressed in section 13.6.
16.12 Default on Payment Obligations.
If County does not pay the past due bill within fifteen (15) business days after the Notice
to Cure is mailed by JPUD to County, JPUD shall have the right to collect the past due
amount and impose a one-time penalty of ten percent(10%)of the amount of each past due
bill. If County has provided notice to JPUD of a dispute concerning a bill,no penalty shall
be added to the bill,but interest shall still accrue on the unpaid due amount until the dispute
has been resolved and the appropriate payment made, in which case interest shall only
apply to the unpaid portion of the appropriate payment. If the dispute resolution process in
section 31 results in an appropriate payment that is less than what County has already
remitted, JPUD shall refund the difference plus interest. Such interest, if any, accrues at
the same rate JPUD charges other ratepayers.JPUD shall have the right to pursue all lawful
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means of pursuing debt collection from County. Subject to the dispute resolution process
set forth in section 31, failure of County to make payments required under this Agreement
shall be considered grounds for JPUD to terminate this Agreement, on at least ten (10)
years prior written notice to JPUD.
Section 17 Debt.
County shall be responsible for servicing and retiring any debt that County incurred in the
construction of the PHUGA sewer system.
Section 18 Permits.
County has obtained permits for the operation of the PHUGA sewer system. County is
ultimately responsible for ensuring that the PHUGA sewer system is operated in
accordance with permits. JPUD and County shall cooperate to operate the facilities in
accordance with permits.
Section 19 Ownership and Use of Documents.
All non-confidential or de-identified documents, drawings, specifications, and other
materials produced by JPUD in connection with the services rendered under this
Agreement shall be the property of County whether the project for which they are made is
executed or not. JPUD shall be permitted to retain copies, including reproducible copies,
of drawings and specifications for information, reference and use in connection with
JPUD's endeavors. JPUD shall not be held liable by County for reuse of such documents
or modifications thereof, including electronic data.
Section 20 Compliance with Laws Related to the Operation and Maintenance of the PHUGA Sewer
System.
The Parties shall, in performing the services contemplated by this Agreement, faithfully
observe and comply with all federal, state, and local laws, ordinances and regulations,
applicable to the operation and maintenance of the PHUGA sewer system.
Section 21 Audit, Books,and Inspections.
21.1 Audit.
JPUD shall submit to County every audit report sent to it by the Office of the Washington
State Auditor(SAS)that reviews JPUD's finances within 30 days of receipt.
21.2 Books.
JPUD shall keep full and complete books of accounts showing all costs and expenses
incurred in connection with its operation of the PHUGA sewer system, including the
maintenance and operation costs, capital costs, and any other costs or offsetting revenues
used in calculating amounts payable by County under this Agreement.
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21.3 Inspection.
Each Party shall have the right to inspect and copy, during regular business hours, all
reports and records maintained by the other Party that relate to operation and maintenance
of the PHUGA sewer system, including, but not limited to, operation and maintenance
costs or any other matter affecting County's costs,such as flow records,wastewater quality
reports,pretreatment monitoring records,connection records and reports,and reports to the
Ecology or other regulatory authorities,except records maintained by either Party that are:
21.3.1 Exempt from disclosure pursuant to chapter 42.56 RCW,the Public Records Act;
21.3.2 Subject to a privilege in chapter 5.60 RCW; or,
21.3.3 Otherwise not subject production in civil litigation.
21.3.4 The Parties agree to comply with the Public Records Act(chapter 42.56 RCW)and
Witnesses—Competency (chapter 5.60 RCW) for purposes of this section.
Section 22 Sharing Ordinance and Policies.
At least fifteen(15)business days after the Effective Date or the completion of any policies,
codes or ordinances related to PHUGA system operation and maintenance, JPUD and
County shall provide each other with copies of ordinances, regulations or policies related
to the operation or maintenance of the PHUGA sewer system. Each Party shall endeavor
to maintain communications with the other Party at the management level in order to be
aware of the other Party's interests while proposed ordinances, regulations or policies are
being developed.
Section 23 Indemnification and Hold Harmless.
23.1 Mutual Indemnity.
Each Party agrees to defend and indemnify the other Party and its officers, officials,
employees, agents and volunteers (and their marital communities) from and against from
and against all loss or expense in connection with maintenance and operation of the
PHUGA sewer system or for breach of its duties under this Agreement, including but not
limited to, all claims for damages, actions, suits,judgments, settlements, attorneys' fees
and costs, or other relief caused by the indemnitor's alleged negligence, or wrongful
conduct, except for the injuries, penalties and damages caused by the sole negligence or
wrongful conduct of the indemnitee. Claims for damages or other relief include, but are
not limited to, those for personal or bodily injury including death and property damages.If
the claim, action or suit involves concurrent negligence of the Parties, the indemnity
provisions provided in this section shall be applicable only to the extent of the percentage
of each Party's negligence. It is further and expressly understood that the indemnification
provided in this section constitutes each Party's waiver of immunity under Industrial
Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has
been mutually negotiated by the Parties. Should a court of competent jurisdiction
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determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability
for damages arising out of bodily injury to persons or damages to property caused by or
resulting from the concurrent negligence of JPUD and County, their officers, officials,
employees, agents and volunteers (and their marital communities), each Party's liability,
including the duty and cost to defend, hereunder shall be only to the extent of their
negligence.
23.2 Indemnity Obligations Survive Termination.
The provisions of this section shall survive the expiration or termination of this Agreement.
23.3 Recovery of Cost of Regulatory Violations.
If either Party incurs fines, penalties, remedial capital or cleanup costs for which the other
Party has been deemed by an independent investigation as partially or fully responsible,
the Party who incurs such fines, penalties, remedial capital or cleanup costs shall have the
right to charge the other Party for a proportionate share of any such fines, penalties,
remedial capital or cleanup costs, and the other Party agrees to pay such charges. The
Parties shall agree on the person to perform the independent investigation. If the Parties
cannot agree on the person to perform the independent investigation,then each Party shall
submit a list of five (5)persons to the other Party. If any of the five (5) persons listed on
each Party's list match,then the highest ranked person on each Party's list shall be selected.
If none of the persons on each Party's list match, the first person listed on each Party's list
shall select the person to perform the independent investigation.
Section 24 Property Coverage Requirements for County-Owned Structures in the PHUGA System.
Through the WCRP, County shall provide property coverage for the structures it owns in
the PHUGA sewer system.
Section 25 Liability Coverage Requirements.
25.1 The Parties Are Covered by Joint Self-Insurance Risk Pools Authorized by chapters 48.62
and 39.34 RCW.
County is self-insured through its membership in the WCRP. JPUD is self-insured
through its membership in PURMS.
25.2 Current and Future Certificates of Coverage Shall be Provided by Each Party.
Within 30 days of executing this Agreement and within 30 days of issuance of a new or
amended document issued by each of the Parties' risk pools for coverage of the type of
insurance required by this section,the Parties shall provide to each other certificates of
coverage from their respective risk pools.
25.3 Required Written Notice of Cancellation.Suspension.Reduction or Material Change in the
Membership of a Party in its Respective Risk Pool.
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Both Parties agree that not less than thirty(30)days prior to cancellation, suspension,
reduction or material change in the membership of a Party in its respective risk pool,
written notice of same shall be given to the other Party by registered mail,return receipt
requested.
25.4 Required Risk Pool Coverage.
The Parties further agree that their membership in their respective risk pools provide
coverage for the following categories of risk and with coverage limits that equal or exceed
what is listed below:
25.4.1 General Liability.
General liability coverage with a minimum limit per occurrence of one million
dollars ($1,000,000) and an aggregate of not less than two million dollars
($2,000,000) for bodily injury, death and property damage unless otherwise
specified in the contract specifications. This insurance coverage shall contain no
limitations on the scope of the protection provided and indicate on the certificate of
insurance the following coverage is provided:
25.4.1.1 Broad Form Property Damage with no employee exclusion;
25.4.1.2 Personal Injury Liability, including extended bodily injury;
25.4.1.3 Broad Form Commercial Liability;
25.4.1.4 Premises- Operations Liability(M&C);
25.4.1.5 Independent Contractors and Subcontractors;
25.4.1.6 Blanket Contractual Liability; and,
25.4.1.7 Employer's Liability or Stop Gap coverage.
25.4.2 Business Automobile Liability.
Business automobile liability coverage with a minimum limit per occurrence of one
million dollars ($1,000,000) and an aggregate of not less than two million dollars
($1,000,000). Said coverage shall include liability coverage for all owned, non-
owned and hired motor vehicles.
25.5 Each Party's Risk Pool Coverage Shall Be Primary.
Each Party to this Agreement agrees that the coverage provided to it by its membership in
its respective risk pool shall be primary with respect to any third-Party claim presented to
that Party for the alleged negligent act and omissions of its elected officials,officers,agents
and employees (and their marital communities). With respect to all claims of third-party
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liability against one Party to this Agreement the coverage provided to the other Party by its
membership in a risk pool shall be non-contributory.
Section 26 Worker's Compensation Requirement.
The Parties shall maintain throughout the term of this Agreement worker's compensation
insurance with minimum limits not less than that required by state law.
Section 27 Survival.
Those provisions of this Agreement that by their sense and purpose should survive the term
of this Agreement shall survive the term of this Agreement for a period equal to any and
all relevant statutes of limitation, plus the time necessary to fully resolve any claims,
matters or actions begun within that period.. Without limiting the generality of the
preceding sentence,and for the avoidance of doubt, the provisions that survive the term of
this agreement include: (a)controlling law; (b) insurance; and,(c) indemnification.
Section 28 Term of Agreement,Notice of Expiration or Negotiation and Termination.
28.1 Term.
The term of this Agreement shall commence on the Effective Date and shall continue until
the Expiration Date or termination in accordance with section 28.4
The Expiration Date of this Agreement shall be ten (10) years after the Effective Date or
ten (10) years after neither Party gives notice of intent to extend this Agreement the
pursuant to section 28.2.
28.2 Notice of Intent to Extend this Agreement.
At least two (2)years prior to the Expiration Date, either Party may give written notice to
the other Party of the Party's intention to:
28.2.1 Let this Agreement expire on the Expiration Date; or,
28.2.2 Negotiate changes to the terms and conditions of this Agreement and extend this
Agreement.
28.3 Failure to Give Notice Pursuant to section 28.2.
Failure of either Party to give timely written notice as provided in section 28.2, shall result
in this Agreement being automatically be extended for an additional ten (10) year term on
the terms and conditions in effect on the date notice is given pursuant to section 28.2,
subject to the termination provisions in section 28.4.
28.4 Termination. Notwithstanding sections 28.1 through 28.3,either Party may terminate this
Agreement at any time with or without cause after providing at least two (2) years prior
written notice to the other party. For the avoidance of doubt, the Parties agree that a Party
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may suspend performance for a material breach of this Agreement, after fully complying
with all notice requirements and the Dispute Resolution process in section 31.
Section 29 Subcontracting and Vendor Requirements.
29.1 JPUD Owns its Performance Required by this Agreement.
JPUD is responsible for meeting all terms and conditions of this Agreement related to its
performance under this Agreement. JPUD's performance includes meeting all standards
of service, quality of materials and workmanship, costs, and schedules. Failure of a
subcontractor or vendor to perform is no defense to a breach of this Agreement. JPUD
assumes responsibility for and all liability for the actions and quality of services performed
by any subcontractor or vendor.
29.2 Required County Approval of All Subcontractors and Vendors.
The director or their designee must approve any proposed subcontractors or vendors in
writing.
29.3 Subcontractor or Vendor Disputes.
Any dispute arising between JPUD and any subcontractor or vendor or between
subcontractors or vendors must be resolved without involvement of any kind by County
and without detrimental impact on the performance under this Agreement.
Section 30 Controlling Law.
The Parties agree that this Agreement is entered into in the State of Washington. This
Agreement shall be governed by and construed under the laws of the United States, the
State of Washington and County of Jefferson,as if applied to transactions entered into and
to be performed wholly within Jefferson County, Washington between Jefferson County
residents. No party shall argue or assert that any state law other than Washington law
applies to the governance or construction of this Agreement.
Section 31 Dispute Resolution.
31.1 Informal Resolution of Disputes.
Any dispute arising out of this Agreement, including without limitation issues relating to
the validity or enforcement of this Agreement and billing disputes under section 16.10,
shall be referred to the general manager and the director, who shall meet and make a good
faith effort to resolve the dispute among themselves.A decision made by Informal Dispute
Resolution in this subsection shall memorialized in a writing signed and dated by the
general manager and the director, which briefly describes of the nature of the dispute and
the resolution of the dispute.
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31.2 Notice of Demand for Alternative Dispute Resolution.
If the Parties have met to resolve the dispute by Informal Dispute Resolution in section
31.1,and the dispute remains unresolved,then within thirty(30)days after the meeting for
the Informal Dispute Resolution, the Party raising the issue in dispute may invoke
Alternative Dispute Resolution pursuant to section 31.3 by providing the other Party with
written notice of the dispute, including a brief description of the nature of the dispute and
the Party's proposed resolution of the dispute. Notice given by Party for a billing dispute
under section 16.11, shall satisfy the notice requirement in this subsection.
31.3 Alternative Dispute Resolution.
31.3.1 Within fifteen(15)business days after notice is given under section 31.2,the Parties
shall meet to explore whether the dispute should be resolved by mediation or
arbitration. By mutual agreement, the Parties may submit the dispute to non-
binding mediation or to binding arbitration.
31.3.2 If the Parties do not agree to non-binding mediation or if non-binding mediation
fails to resolve the dispute, the dispute shall be referred to an arbitrator mutually
agreed upon by the parties. If the Parties cannot agree to a single arbitrator, the
Parties shall apply to the presiding judge of the Jefferson County Superior Court to
appoint a single arbitrator.
31.3.3 The arbitrator shall have the power and authority to grant legal and equitable relief
in accordance with Washington law and the provisions of this Agreement.
31.3.4 The arbitrator's decision shall be final and binding on both Parties.
31.3.5 The costs of arbitration shall be borne equally by the Parties.
31.4 Litigation of Disputes.
31.4.1 If a dispute is not resolved informally or by mediation and the Parties do not agree
to arbitration, either Party may commence a lawsuit.
31.4.2 In Jefferson County Superior Court on all claims related to the dispute.
31.5 Emergency Relief.
Notwithstanding the other provisions of this subsection, either Party may seek emergency
or temporary equitable relief in Jefferson County Superior Court concerning disputes
governed by this section 31 if imminent and irreparable harm to the Party likely will result
if action is delayed until completion of the dispute resolution procedures in this section 31.
The Court may grant such temporary relief as may be required to preserve the status quo
or otherwise prevent irreparable harm while the Parties pursue resolution of the dispute.
The Court may require the Party requesting relief to give such security as the Court deems
necessary for the payment of costs and damages that may be incurred by the other Party
resulting from temporary relief wrongfully granted.
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Section 32 Legal and Regulatory Compliance.
While performing under this Agreement, JPUD, its subcontractors,vendors, and their
employees must comply with all applicable local, state and federal laws, codes,
ordinances, and regulations, including but not limited to:
32.1.1 Applicable regulations of the Washington Department of Labor and Industries,
including WA-DOSH Safety Regulations; and,
32.1.2 State and Federal Anti-Discrimination Laws.
Section 33 No Harassment or Discrimination.
Any form of harassment,discrimination, or improper fraternization with any County
employee is strictly prohibited. The Contractor shall not discriminate on the grounds of
race, color, national origin, religion, creed, age, sex, sexual orientation, or any physical or
sensory disability in the selection and retention of employees or procurement of materials
or supplies.
Section 34 Safety.
While performing under this Agreement,the JPUD shall be responsible for:
34.1 Compliance with all state and federal workplace safety requirements to include
compliance with County's safety directives and policies;and,
34.2 Ensuring that its employees performing services are trained in the safety procedures
appropriate to assigned work.
Section 35 Drug Use Policy.
While performing services,using illegal drugs,alcohol, or controlled substances on
property or premises owned or operate by County is strictly prohibited. JPUD's
employees, subcontractors and vendors shall not perform services while under the
influence of drugs or alcohol, and if discovered,may be reported to the appropriate law
enforcement agency.
Section 36 Tobacco Use Policy.
JPUD shall become aware of policies of County on the use of tobacco and shall ensure
that all of its employees, subcontractors and vendors comply.
Section 37 General Provisions.
37.1 Notice.
Whenever written notice is required by this Agreement, except for notice to cure or notice
to terminate, the notice may be given to the following representatives by actual delivery,
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•
by United States mail, or by electronic mail addressed to a Party at the following addresses
or a different address hereafter designated in writing by the Party:
As to Jefferson County: As to Jefferson County
Public Utility District No. 1:
Public Works Director General Manager
623 Sheridan Street 310 Four Corners Road
Port Townsend, WA 98368 Port Townsend, WA 98368
The date of notice shall be deemed to be the date of actual delivery in person or by
electronic mail, or the postmarked date if notice is by United States mail. Notice to Cure
or notice of termination shall be accomplished by actual delivery or by both first-class mail
and certified mail (with return receipt requested) deposited with the United States Postal
Service. In these cases, the date of the notice shall be the date received. This section is not
intended to apply to mailings for normal communications, which are commonly
communicated by email or other less formal means. Such communications may be directed
to the appropriate County or JPUD personnel.
Every notice shall be deemed to have been given at the time it shall be deposited in the
United States mails in the manner prescribed. Nothing in this section shall be construed to
preclude personal service of any notice in the manner prescribed for personal service of a
summons or other legal process.
37.2 Severability.
37.2.1 It is the intent of the Parties that if any provision of this Agreement or its application
is held by a court of competent jurisdiction to be illegal,invalid or void,the validity
of the remaining provisions of this Agreement or its application shall not be
affected, except as provided in section 26.2.1.
37.2.2 If the invalid provision or its application is found by a court of competent
jurisdiction to be substantive and to renders the performance of the remaining
provisions unworkable and non-feasible, or is found to seriously affect the
consideration and is inseparably connected to the remainder of this Agreement, the
entire Agreement shall be null and void.
37.3 No Joint Venture- Individual Liability.
This is not an agreement of joint venture or partnership, and no provisions of this
Agreement shall be construed so as to make County individually or collectively a partner
or joint venturer with JPUD. Neither Party is an agent of the other. Neither County nor
JPUD shall be liable for the acts of the other in any representative capacity whatsoever.
37.4 Integrated Agreement.
This Agreement together with any attachments or addenda represents the entire and
integrated Agreement between the Parties and supersedes all prior negotiations,
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•
representations, or agreements written or oral. No representation or promise not expressly
contained in this Agreement has been made. This Agreement supersedes all prior or
simultaneous representations, discussions, negotiations, and agreements, whether written
or oral,by the Parties within the scope of this Agreement.
37.5 Modification of this Agreement.
This Agreement may be amended only by a written instrument signed by all of Parties.
37.6 Section Headings.
The headings of the sections of this Agreement are for convenience of reference only and
are not intended to restrict, affect, or be of any weight in the interpretation or construction
of the provisions of the sections or this Agreement.
37.7 Venue.Jurisdiction and Specific Performance.
If of litigation between the Parties, venue and jurisdiction shall lie with the Jefferson
County Superior Court of the State of Washington. The Parties shall be entitled to specific
performance of the terms and conditions of this Agreement.
37.8 Default Other than Payment Default.
If of a potential default other than on payment obligations addressed in section 37.8, the
non-defaulting Party shall issue written notice to the other Party setting forth the nature of
the potential default. If the alleged defaulting Party does not dispute the potential default,
it shall use its best efforts to cure the default within ninety (90) calendar days. If such
default cannot be reasonably cured within such ninety (90) day period, the alleged
defaulting Party shall, upon written request prior to the expiration of the ninety (90) day
period, be granted an additional sixty (60) calendar days to cure the default. If the alleged
defaulting Party disputes the alleged non-payment default, it shall proceed with its dispute
according to the dispute resolution process section 31.
37.9 Force Majeure.
The time periods for the Parties' performances under any provisions of this Agreement
shall be extended for a reasonable period of time which arise out of causes beyond a Party's
control and without fault or negligence of such Party the respective Party's performances
are prevented in good faith due to: fire, flood, earthquake, lockouts, strikes, embargoes,
acts of God, war, terrorism or other acts of a public enemy, civil disobedience, or
epidemics, pandemics or quarantine restrictions. If this provision is invoked, the Parties
agree to immediately take all reasonable steps to alleviate, cure, minimize or avoid the
cause preventing such performances, at their respective sole cost and expense.
37.10 Binding on Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the Parties' successors
in interest, heirs, and assigns.
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37.11 Recitals Incorporated by Reference.
The Recitals set forth in section 1, are hereby incorporated in this Agreement in full by
this reference.
37.12 No Third-Party Beneficiaries.
Except as expressly set forth in this Agreement, nothing in this Agreement is intended to
confer upon any person or entity, other than the Parties, any rights, benefits, privileges or
obligations.No such third-party shall have any right to enforce any of the terms of this
Agreement unless expressly stated otherwise.
37.13 Waiver.
A waiver by either Party of any terms or conditions of this Agreement shall not be deemed
or construed to be a waiver of any other term or condition, nor shall the waiver of any
breach or default by either Party under this Agreement be deemed or construed to constitute
a waiver of any different, other or subsequent breach or default, whether of the same or
any other term or condition of this Agreement. Any waiver of a breach or default under
this Agreement shall be done in writing and signed by the representatives of the Parties.
37.14 No Assignment.
No Party shall sell, assign, or transfer any of rights obtained by this Agreement without
the express written consent of all Parties.
37.15 Attachments.
All attachments to this Agreement are incorporated into this Agreement in full by this
reference.
37.16 Public Records Act Compliance.
County shall be responsible for timely and adequately responding to requests for records
addressed to it under the Public Records Act, chapter 42.56 RCW. JPUD shall be
responsible for timely and adequately responding to requests for records addressed to it
under the Public Records Act.
37.17 Records Retention.
37.17.1 All books, records, documents, and other material relevant to this Agreement,
including but not limited to evidence that sufficiently and properly reflect all
direct and indirect costs expended by either to perform this Agreement, shall
be retained by the Parties for the period required by the most recent version of
the Local Government Common Records Retention Schedule (CORE)
published by the Local Records Committee in accordance with RCW
40.14.070.
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37.17.2 If any audit, claim, litigation or public records request is started before the
expiration of the retention period in CORE, the records described in section
32.17.1 shall be retained until audit findings, claims, litigation and public
records request involving these records have been resolved.
37.17.3 The records described in section 32.17.1 shall be subject to inspection,review
or audit by personnel of both Parties, the Office of the State Auditor, and
federal officials so authorized by law.
37.17.4 The records described in section 32.17.1, in any medium, furnished by one
Party to another party,shall remain the property of the furnishing Party,unless
otherwise agreed.
37.18 Recording of this Agreement Required.
Pursuant to RCW 39.34.040,this Agreement and all amendments shall be recorded by
County with the Jefferson County Auditor following its approval and execution by the
Parties and the cost of such recording paid by County. Proof of the recording shall be
proved to JPUD within ten(10) days of recording.
37.19 Arms-Length Negotiations.
The Parties agree that this Agreement has been negotiated at arms-length, with the
assistance and advice of competent, independent legal counsel.
37.20 Facsimile and Electronic Signatures.
The Parties agree that facsimile and electronic signatures shall have the same force and
effect as original signatures.
37.21 Permit Contingency.
This Agreement is contingent upon County obtaining from Ecology all permits necessary
to operate the PHUGA sewer system.
37.22 Representations and Warranties.
37.22.1 Each person signing this Agreement is fully authorized to enter into this
Agreement on behalf of the Party for whom their signature is being made;
37.22.2 Each Party has taken all necessary corporate and internal legal actions to duly
approve the making and performance of this Agreement and that no further
internal approval is necessary; and,
37.22.3 Each person signing this Agreement has read this Agreement in its entirety,
know the contents of this Agreement, agrees that the terms and conditions are
contractual and not merely recitals, and agrees that they have signed this
Agreement,having obtained the advice of legal counsel.
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IN WITNESS WHEREOF,the Parties hereby execute this Agreement.
JEFFERSON COUNTY WASHINGTON JEFFERSON COUNTY PUBLIC UTILITY
Board of County Commissioners DISTRICT NO. 1
Jefferson County, Washington oocu,ron..,y:
Approved Telephonically 2/ IAAittis 11/20/2024
By: I //�v 2 By: n......». IIKate Dean,Chair Date Kenneth Collins,Commissioner Date
Oocu$lyn.O by:
By: 124 2 c(c)4., .s . ���..�
20/2024
By: A7B28186170:14e2
otherton,Commissioner Date Dan Toepper,Commissioner Date
�� �—Oecu8lpn.d by:
-�2/ / �L 11/21/2024
�(s Z /7� �w..�lwll
By: / By:
Heidi Eisenhour,Commissioner Date Jeff anca r nmissioner Date
DocuSlpr.d by:
By: �LW 11/21/2024
By: -1,111P D f/,‘‘‘._ 14' Siruit
• 1 'cinders, ate Kevin Streett,General Manager Date
Public Works Director
o`tyF �"�"'"�"b'',
SEAL: 1 �m oZ
ED : -+:
ATTEST: +4:1SHIN°�ba�`
00-
n
(,2g4 f� �'w4_, /z//�/Z y
Carolyn alloway, CMC Date
Clerk of the Board
Approved (1—tej orm only: Approved as to form only:
oo.uSlpn.e by
./i ' for 12/04/2024 i3oc,L POick Ar 11/22/2024
hilip C. Hunsucker, Date Joe Vaisne, Date
Chief Civil Deputy Prosecuting Attorney, Ascent Law Partners, LLP, Counsel for Jefferson
Counsel for Jefferson County County Public Utility District No. 1
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