HomeMy WebLinkAbout092418_ca02 JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners �/
Philip Morley,County Administrator ./rV�j
FROM: Mark McCauley,Central Services 'rector
DATE: September 24,2018
RE: Request for Board of County Commissioners approval of an Interlocal Agreement
between Jefferson County and Jefferson County Hospital District No. 2 (Jefferson
Healthcare)
STATEMENT OF ISSUE:
Jefferson County and Jefferson Healthcare propose to enter into an Interlocal Agreement providing county land for
parking for Jefferson Healthcare employees and quests.
ANALYSIS:
Over the past few years,Jefferson County has informally dedicated county owned property(parcel no. 984323702)
for parking for employees and guests of Jefferson Healthcare. Jefferson Healthcare has enjoyed this benefit at no
cost for approximately three years. The County has a project underway to pave the entire county parking lot on
Castle Hill,which includes the above named parcel. Jefferson Healthcare has agreed in principle to pay$50,000
towards the paving project in return for a five-year license for exclusive use of parcel 984323702 for parking. The
license would be renewable for three years in one-year increments at a cost of$25 per month per parking space,
which would equate to approximately$10,000 per year.
The county currently has no capital facility needs that would require use of this land. The license will benefit the
County's General Fund and will help Jefferson Healthcare with its severe parking shortage.
Jefferson Healthcare has approved the Interlocal Agreement.
FISCAL IMPACT:
This request has no net fiscal impact.It will provide revenue to offset the cost of paving parcel 984323702.
RECOMMENDATION:
That the Board of County Commissioners approve the Interlocal with Jefferson Healthcare,as attached.
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='�' �7 //J/ ger
'Philip Mole ' ounty Adminissttrat�r Date
INTERLOCAL AGREEMENT BETWEEN JEFFERSON COUNT Y
PUBLIC HOSPITAL DISTRICT NO. 2 AND JEFFERSON COUNTY
This Interlocal Agreement is made and entered into by and between J e ffe r s on
County Public Hospital District N o. 2, a political subdivision under the laws of the
State of Washington ("J e ffe r s on Healthcare"), and Jefferson County, a political
subdivision under the laws of the State of Washington ("Jefferson County"), (collectively
"Parties").
WHEREAS, the Interlocal Cooperation Act, as amended, and codified in Chapter 39.34
of the Revised Code of Washington ("RCW") provides for Interlocal cooperation between
governmental agencies; and
WHEREAS, pursuant to RCW 39.34.080, a public agency may contract with
another public agency to perform any governmental service, activity, or undertaking which
each public agency is authorized to perform by law, provided that the contract shall be
approved by the governing body of each Party to the contract and the contract sets forth
fully the purposes,powers, rights, objectives and responsibilities of the contracting Parties;
and
WHEREAS, Jefferson County owns real property near the Jefferson Healthcare facilities
in Port Townsend, namely Parcel No. 948323702; and
WHEREAS,Jefferson Healthcare has a shortage of space on which its employees can park
their vehicles and
WHEREAS, Jefferson County wishes to pave Parcel No. 948323702; and
WHEREAS, Jefferson Healthcare is willing to contribute to the costs of paving Parcel No.
948323702 in exchange for a license of a portion of Parcel No. 948323702 for purposes of parking
for its employees; and
WHEREAS, the portion of Parcel No. 948323702 to be used for parking is identified in
Appendix A; and
WHEREAS, it would be in the best interest of the citizens of the Parties' respective
jurisdictions if Parcel No. 948323702 is paved via a shared cost, so a portion of the parcel can be
used for parking for Jefferson Healthcare employees; and
WHEREAS, the Parties hereto desire to enter into this Interlocal Agreement so the
Parties jointly financing the development of Parcel No. 948323702 for purposes of parking for
Jefferson Healthcare employees ("the Project");
NOW, THEREFORE,the Parties agree as follows:
1. Purpose. The purpose of this Interlocal Agreement is to comply with Chapter
39.34 RCW and to authorize the Parties to jointly finance the Project.
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2. Manner of Financing, Establishing and Maintaining a Budget for the Project.
a. In exchange for a license of the portion of Parcel No. 948323702 described in
Appendix A for purposes of parking for its employees for five years, Jefferson Healthcare shall
contribute fifty thousand dollars ($50,000)toward the Project.
b. Jefferson Healthcare's payment required by Paragraph 2.a shall be made payable
to Jefferson County and shall be paid not later than thirty(30)days after approval of this Interlocal
Agreement by the governing body of each Party.
c. Jefferson County shall be responsible for the letting of any contract necessary for
the Project and complying with all applicable requirements for contracting for such services under
state and local law.
d. Other than the financial contribution described in Paragraph 2.a., Jefferson
Healthcare shall have no further financing obligation for the Project.
3. Form and Term of License.
a. The License shall be in substantially the same form as in Appendix B.
b. The term of the License shall be for a period of 60 months,beginning 15 days after
Jefferson County provides written notice to Jefferson Healthcare that paving on Parcel No.
948323702 is complete but no later than December 31, 2018.
c. At the end of the term of this license, Jefferson Healthcare shall have three (3)
consecutive twelve-month options to extend the term of this license. To exercise any twelve-
month option to extend the term (or any extended term) of this license, Jefferson Healthcare must
give written notice to Jefferson County at least 30 days prior to the end of the term(or any extended
term)of this license and pay the Jefferson County Treasurer$9,600 prior to the end of the term(or
any extended term)of the license,with$9,600 representing an estimated amount of$25 per month,
per parking space.
4. No Separate Legal Entity to Conduct the Undertakings. There will be no
separate legal entity to conduct the undertakings in this Interlocal Agreement.
5. Filing with the Jefferson County Auditor. An executed copy of this
Interlocal Agreement shall be filed as required by RCW 39.34.040 prior to this Interlocal
Agreement becoming effective.
6. Risk Allocation, Including Hold Harmless and Indemnity.
a. Each Party shall be liable and responsible for the consequence of any
negligent or wrongful act or failure to act on the Party of itself and its employees, officers,
or elected officials.
b. Neither Party assumes responsibility to the other Party for the consequences
of any act or omission of any person or entity not a Party to this Interlocal Agreement.
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c. To the extent of its comparative liability, each Party agrees to indemnify, defend
and hold the other Party, its elected and appointed officials, employees, agents and volunteers,
harmless from and against any and all claims, damages, losses and expenses, including but not
limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal
injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of
any property (including the loss of use resulting therefrom) which are alleged or proven to be
caused by an act or omission, negligent or otherwise, of its elected and appointed officials,
employees, agents or volunteers.
d. A Party shall not be required to indemnify,defend, or hold the other Party harmless
if the claim, damage, loss or expense for personal injury, for any bodily injury, sickness, disease
or death or for any damage to or destruction of any property (including the loss of use resulting
therefrom) is caused by the sole act or omission of the other Party.
e. In the event of any concurrent act or omission of the Parties,negligent or otherwise,
these indemnity provisions shall be valid and enforceable only to the extent of each Party's
comparative liability.
f. The Parties agree to maintain a consolidated defense to claims made against them
and to reserve all indemnity claims against each other until after liability to the claimant and
damages, if any, are adjudicated. If voluntary settlement and the Parties resolve any claim cannot
agree upon apportionment of damages and defense costs, they shall submit apportionment to
binding arbitration.
g. The indemnification obligations of the Parties shall not be limited in any
way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of
any other workers' compensation act, disability benefit act or other employee benefit act.
Each Party hereby expressly waives any immunity afforded by such acts to the extent
required by a Party's obligations to indemnify, defend and hold harmless the other Party.
A Party's waiver of immunity does not extend to claims made by its employees directly
against the Party as employer. The foregoing indemnification obligations of the Parties are
a material inducement to enter into this Interlocal Agreement and have been mutually
negotiated.
h. If either Party places the enforcement of this Interlocal Agreement in the hands
of an attorney, or files a lawsuit, each Party shall pay all it sits own attorney's fees, costs, and
expenses.
i. The venue for any dispute related to this Interlocal Agreement shall be in
Jefferson County, Washington.
j. The provisions of this Paragraph 6 shall survive the expiration or termination of
this Interlocal Agreement with respect to any event occurring prior to such expiration or
termination.
7. Term. This Interlocal Agreement shall take effect immediately and shall
continue in effect for the term of the License described in Paragraph 3.
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8. Compliance with Laws. Each Party accepts responsibility for compliance with
federal, state, or local laws and a regulation including that Party's bidding requirements
applicable to the acquisition of any goods, services, or equipment obtained through the
cooperative process agreed to herein.
9. Administrators of this Interlocal Agreement. The administrators of this
Interlocal Agreement are:
a. Jefferson County:
Director of Central Services
Jefferson County
P.O. Box 1220
Port Townsend, WA 98368
Phone: (360) 385-2130
b. Jefferson Healthcare:
Chief Administrative Officer
Jefferson Healthcare
834 Sheridan Street
Port Townsend, WA 98368
Phone: (360) 385-2200
10. Recording. A copy of this Interlocal Agreement and a copy of the fully executed
the License shall be recorded in the Jefferson County Auditor's Office.
11. Section Headings. The headings of the sections of this Interlocal 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 Interlocal Agreement.
12. Limits of Any Waiver of Default. No consent by either Party to, or waiver of, a
breach by either Party,whether express or implied, shall constitute a consent to,waiver of, or excuse
of any other, different, or subsequent breach by either Party.
13. No Oral Waiver. No term or provision of this Interlocal Agreement will be
considered waived by either Party, and no breach excused by either Party, unless such waiver or
consent is in writing signed on behalf of the Party against whom the waiver is asserted. Failure of a
Party to declare any breach or default immediately upon the occurrence thereof, or delay in taking
any action in connection with, shall not waive such breach or default.
14. Severability. Provided it does not result in a material change in the terms of this
Interlocal Agreement, if any provision of this Interlocal Agreement or the application of this
Interlocal Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to
any extent, the remainder of this Interlocal Agreement and the application this Interlocal
Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law.
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15. No Assignment, Sale or Transfer. No Party may sell,transfer, or assign any rights
or benefits under this Interlocal Agreement without the written approval of all the Parties.
16. No Third-Party Beneficiaries. The Parties do not intend, and nothing in this
Interlocal Agreement shall be construed to mean,that any provision in this Interlocal Agreement is
for the benefit of any person or entity who is not a Party.
17. Modification of this Interlocal Agreement. This Interlocal Agreement may be
amended or supplemented only by a writing that is signed by duly authorized representatives of all
the Parties.
18. Signature in Counterparts. The Parties agree that separate copies of this Interlocal
Agreement may be signed by each of the Parties and this Interlocal Agreement shall have the same
force and effect as if all the Parties had signed the original.
19. Arms-Length Negotiations. The Parties agree that this Interlocal Agreement has
been negotiated at arms-length, with the assistance and advice of competent, independent legal
counsel.
20. Entire Agreement. The Parties agree that:
a. This Interlocal Agreement contains all the agreements of the Parties with respect
to any matter covered or mentioned in this Interlocal Agreement.
b. No representation or promise not expressly contained in this Agreement has been
made.
c. They are not entering into this Agreement based on any inducement, promise or
representation, expressed or implied, which is not expressly contained in this Agreement.
d. This Agreement supersedes all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral, within the scope of this Agreement.
(SIGNATURES FOLLOW ON NEXT PAGE)
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FORJEFFERSON HEALTHCARE:
Mike Glenn, Chief Executive Officer
Date
FOR JEFFERSON COUNTY:
David Sullivan, Chair Board of County Commissioners
Date
APPROVED AS TO FORM ONLY:
0)•
Philip C. Hunsuc er,
Chief Civil Deputy Prosecuting Attorney
ctiitj//e,
Date
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APPENDIX A-PORTION OF PARCEL NO. 948323702
TO BE USED FOR PARKING BY JEFFERSON HEALTHCARE
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APPENDIX B—LICENSE
After recording return document to:
Director of Central Services
Jefferson County
P.O. Box 1220
Port Townsend, WA 98368
LICENSE FOR EMPLOYEE PARKING
Reference Number of Related Documents:
Grantor(s): Jefferson County, a political subdivision under the laws of the State of
Washington
Grantee(s): Jefferson County Public Hospital District No. 2, a political subdivision
under the laws of the State of Washington
Legal Description (the Property): EISENBEIS ADDITION BLK 237 LOTS 1,2,7 & 8
W/PTN VAC GRANT ST. ADJ. CASTLE HILL COMPLEX, Records of Jefferson
County, Washington, but only the Parking Area Depicted in Appendix A.
Assessor's Tax Parcel Number: 948323702
THE GRANTOR,Jefferson County, a Washington municipal corporation, for valuable
consideration, including Fifty Thousand Dollars ($50,000)paid by the Jefferson County Public
Hospital District No. 2 by check delivered to Jefferson County on or before the thirty (30) days
after approval of an Interlocal Agreement by the governing body of the Grantor and Grantee,
conveys and grants to the Grantee, the Jefferson County Public Hospital District No. 2, its
successors and assigns, a license, over, under, in, along, across and upon, that certain land
legally described above but subject to the following terms and conditions:
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1. Use of Parking Area. The Parking Area depicted in Appendix A to be used for
parking by Grantee and its employees or invitees only, along with the right of ingress and
egress thereto across adjacent land of the Grantor for these purposes.
2. Term of this License. The term of this license commences beginning 15 days
after Grantor provides written notice to Grantee that paving on the Parking Area is complete
but no later than December 31, 2018 and terminating 60 months thereafter.
3. No Additional Compensation or Liability by Grantee. Except for the Fifty
Thousand Dollars ($50,000) to be paid by the Grantee, any costs or liability associated with
inspection, maintenance, improvement, repair, construction, reconstruction, and improvements
upon the property undertaken by the Grantor shall be borne by the Grantor.
4. Extension of the Term of this License. At the end of the term of this license, the
Grantee shall have three (3) twelve month options to extend the term of this license. To
exercise any twelve-month option to extend the term (or any extended term) of this license,
Jefferson Healthcare must give written notice to Jefferson County at least 30 days prior to the
end of the term (or any extended term) of this license and pay the Jefferson County Treasurer
$9,600 prior to the end of the term (or any extended term) of the license, with$9,600
representing an estimated amount of$25 per month, per parking space.
5. Exclusive Use of the Parking Area. The Parking Area shall be for the exclusive
use of the Grantee and its invitees during the term or extended term of this license. The
Grantor shall install a sign that makes clear to the public that the Parking Area is for the
exclusive use of the Grantee and that violators shall be towed. Either the Grantee or the
Grantor may enforce the requirements of this Section 3.
6. Grantor Performs All Maintenance. The Grantor shall perform all maintenance
required in the Parking Area during the term or extended term of this license.
7. Termination of this License Before the End of the Term. During the initial term
of this license the Grantor may terminate this license on 30-days written notice, along with
tendering to the Grantee a check for the amount paid by the Grantee pursuant to Section 1, less
an amount that equals the total payment required by Section 1 multiplied by the fraction of the
number of months remaining divided by the total months left of the initial 60 months. During
any term of this license extended pursuing to Section 2, the Grantor may terminate this license
on 30-days written notice, along with tendering to the Grantee a check for the amount paid by
the Grantee pursuant to Section 2, less an amount that equals the total payment required by
Section 2 multiplied by the fraction of the number of months remaining divided by the total
months left of the extended 12 months.
8. Binding on Successors. This license shall be binding upon the Grantors and
Grantee and their successors and assigns, and constitutes a covenant running with the land.
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9. Grantee agrees to indemnify, defend, and hold harmless Grantor from any and
all claims, losses, costs, liabilities, injuries and/or damages (including reasonable attorney's
fees) suffered by Grantor or any person or property which may be caused by or arising out of,
directly or indirectly, the Grantee's or its agents', contractors', employees', licensees' or
invitees', exercise of the rights granted herein, provided that Grantee shall not be responsible
for any claims arising from the negligence or intentional conduct of Grantor, Grantor's
successors and assigns, employees, agents or independent contractors.
10. Other Terms and Conditions. All the terms of the Interlocal Agreement are
incorporated by reference into this license. If any of the terms in this license conflict with the
terms of the Interlocal Agreement, the terms of this license control.
Grantor covenants that it is the lawful owner of the above-described property and has authority
to convey such license.
Dated this day of , 2018.
(SIGNATURES FOLLOW ON NEXT PAGE)
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GRANTOR: JEFFERSON COUNTY
Board of County Commissioners Approved as to form only:
Jefferson County, Washington
By:
David Sullivan, Chair Philip C. Hunsucker, Chief
Civil Deputy Prosecuting Attorney
State of Washington
County of Jefferson ss
On this day personally appeared before me David Sullivan to me known to be the individual, or
individuals described in and who executed the within and foregoing instrument and
acknowledged that he (she or they) signed the same as his free and voluntary act and deed, for
the uses and purposes therein mentioned.
Given under my hand and official seal this day of , 2018
Seal:
Signature:
Printed Name:
Notary Public in and for the state of Washington, residing at
Washington.
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GRANTEE: JEFFERSON COUNTY PUBLIC HOSPITAL DISTRICT NO. 2
By:
Mike Glenn, Chief Executive Officer
State of Washington
County of Jefferson ss
On this day personally appeared before me Mike Glenn, to me known to be the individual, or
individuals described in and who executed the within and foregoing instrument and
acknowledged that he (she or they) signed the same as his free and voluntary act and deed, for
the uses and purposes therein mentioned.
Given under my hand and official seal this day of , 2018
Seal:
Signature:
Printed Name:
Notary Public in and for the state of Washington, residing at ,
Washington.
12
APPENDIX A- PORTION OF PARCEL NO. 948323702
TO BE USED FOR PARKING BY JEFFERSON HEALTHCARE
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