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04-0180 Interlocal Agree 052008 001f ' CITY OF YELM and YELM COMMUNITY SCHOOL DISTRICT FOR SR 507 FRONTAGE IMPROVEMENTS CONTRIBUTION This Agreement is made and entered into this ?~~ay of , 2008, by and between the City of Yelm (hereinafter referred to as the "City"), a municipal corporation and Yelm Community School District (hereinafter referred to as the "District"), a municipal corporation and subdivision of the State of Washington. WITNESSETH WHEREAS, the governing bodies are authorized pursuant to RCW 39.34 to enter into agreements with each other and to do any and all things necessary to meet the respective obligations of their agencies; and WHEREAS, the District made a land use application to the City to construct a new middle school known as "Ridgeline Junior High School;" and WHEREAS, in responding to the District's land use application, the City issued a Mitigated Determination of Non Significance, SEPA No: 8362 (MDNS); and WHEREAS, pursuant to and as part of the MDNS, the District was required to make certain improvements to Carter Street prior to final occupancy of the junior high school as set forth in Paragraph 3 of the Mitigation Measures attached to the MDNS (hereinafter the "Required Improvements''); and WHEREAS, the City has previously collected $82,565.00 from a developer who was to make or assist financially in making the Required Improvements; and WHEREAS, the City has agreed to contribute the $82,565.00 to the District to assist in making the Required Improvements plus an additional $60,000 to the District to assist in making the Required Improvements; and WHEREAS, the City has further agreed to make an in-kind contribution to install a planter strip as further described herein. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the City and District hereby agree as follows: SECTION 1: Purpose and Subject Matter The subject of this Agreement is to establish the amount and timing of the City's contribution towards the District's Required Improvements pursuant to Paragraph 3 of the Mitigation Measures as required pursuant to the Mitigated Determination of Non Interlocal Agreement Page 1 Significance, SEPA No: 8362 issued April 26, 2004, attached hereto as Attachment A and incorporated herein as though fully set forth. SECTION 2: Contribution and Obligation of City The City agrees to contribute a total sum of One Hundred Fifty-two Thousand Five Hundred Sixty-five dollars ($152,565.00) plus interest accrued on bond from developer (if any), which is a combination of One Hundred Forty-two Thousand Five Hundred Sixty-five dollars $142,565.00 in total cash contributions and an agreed value of Ten Thousand dollars ($10,000.00) in an "in-kind" contribution, to be used exclusively for the Required Improvements, and to be paid to the District as follows: 2.1 Within twenty-two (22) days from the execution of this Agreement, the City shall deposit with the District the sum of One Hundred Forty-two Thousand Five Hundred Sixty-five dollars ($142,565.00) to be used for the Required Improvements. 2.2 The City will complete the planter strip as an additional "in-kind" contribution, the agreed value of which is Ten Thousand dollars ($10,000.00) as specified in Attachment B. 2.3 After the Improvements have been accepted by the Washington State Department of Transportation and the City, the City shall notify Into Light to transfer the billing for electrical charges to the City and thereafter, the City shall be responsible for the maintenance, operation and ownership of the street lights. SECTION 3: Obligations of District 3.1 District shall use all monies contributed by the City only for the Required Improvements as specified in Attachment A. 3.2 District shall finish the planter strip in accordance with the specifications as provided for in Attachment B. 3.3 District will provide the City an accounting of the funds expended on the Required Improvements within 30 days after the Required Improvements have been approved and accepted by the Washington State Department of Transportation. 3.4 The District shall commence construction of the Required Improvements no later than the last day of September 2008, and shall have the Required Improvements approved and accepted by the Washington State Department of Transportation by September 2009. In the event the District shall not have started construction or obtained the required Washington State Department of Transportation approval(s), then, at the sole and absolute discretion of the City, the City may demand repayment of all funds deposited to the District pursuant to this Agreement, by giving notice to the District as provided for herein, and the District agrees to remit said funds within ten (10) days from the receipt of said notice from the City. Interlocal Agreement Page 2 SECTION 4: Entire Agreement Unless otherwise noted, this Interlocal Agreement represents the full and entire Agreement of the parties to the Agreement. No change, termination, or attempted waiver of any of the provisions of the Agreement shall be binding on any of the parties unless executed in writing by the board/council members of the District and the City. SECTION 5: Dispute Resolution The parties to this Agreement are committed to working cooperatively and collaboratively in resolving matters related to this Agreement, the implementation of the Agreement and achieving the intent and purpose of the Agreement. If a dispute should arise, then the parties agree to meet on an informal basis and try to resolve the matter. If the parties are unable to resolve their dispute on an informal basis, then the parties shall mediate the dispute using the services of an agreed upon mediator and share the costs equally. Should the parties not be able to reach agreement on a mediator then the parties shall use the services of the Washington Arbitration and Mediation Services (WAMS) with the parties sharing the costs equally. Any dispute arising under this agreement that has not been resolved pursuant to these processes identified above will be resolved by binding arbitration by a single attorney arbitrator. If the parties cannot agree on the identity of such arbitrator, then either party may apply to the Thurston County Superior Court for an appointment pursuant to RCW 7.04. The parties shall share equally the arbitrator's fees and expenses. The prevailing party at the arbitration is entitled to its costs and attorney fees, in the arbitrator's discretion. A judgment may be entered on the arbitrator's award pursuant to RCW 7.04. The arbitrator shall include with his or her ruling a statement of the facts found by the arbitrator and the legal principles to those facts. SECTION 6. Contractor Status. The parties agree and acknowledge that the District is not acting as a contractor for the City and is not an agent or employee of the City, and that no liability shall attach to the City as a result of the acts or omissions of the District, its employees, agents or assigns. The District shall have no authority to execute agreements or to make commitments on behalf of the City, and nothing contained in the Agreement shall be deemed to create the relationship of employer and employee or principal and agent between the City and the District. SECTION 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Interlocal Agreement Page 3 SECTION 8. Binding Effect The Agreement and the terms, covenants, benefits and duties set forth herein shall inure to the benefit of and be binding upon the parties, their heirs, successors, legal representatives and assigns of each of the parties. SECTION 9. No Waiver. No waiver of any default under the agreement shall constitute or operate as a waiver of any subsequent default hereunder, and no delay, failure or omission in exercising or enforcing any right, privilege or option under the Agreement shall constitute a waiver, abandonment or relinquishment thereof or prohibit or prevent any election under or enforcement or exercise of any right, privilege or option hereunder. SECTION 10. No Third Party Beneficiary. The Agreement is entered into for the benefit of the parties to the Agreement only and shall confer no benefits, direct or implied, on any third persons. SECTION 11. Notices. Any notices permitted or required under this Agreement shall be deemed given upon the date of personal delivery or 48 hours after deposit in the United States mail, postage fully prepaid, return receipt requested, directed to the other party at the address set forth below or such other address as the party may indicate by written notice to the other: CIT~' of YELM YELM COMMUNITY SCHOOL DISTRICT YELM COMMUNITY SCHOOLS - District Administration Office PO Box 476 - Yelm, WA 98597 or at any other address as any party may, from time to time, designate by notice given in compliance with this section. Interlocal Agreement Page 4 SECTION 12. Recording Agreement. In accordance with RCW 39.34.040 the parties acknowledge the Agreement upon execution will be recorded with the Thurston County Auditor's Office. CITY OF YELM, a Washi ton municipal corporation By: !~ , Mayor Date: •~Lj~-7 ~~ , 2008 Attest: She y Badg ity Ad istrator YELM COMMUNITY SCHOOL DISTRICT, a Washington municipal corporatio laresirderrt 'Sv,~ ys~c1 Tt1~JD t'~c~ ~ Date: ~ r , 2008 Approved as to Form: Approved as to Form: Brent F. Dille, City Attorney Attorney Interlocal Agreement Page 5