570 Interlocal RMSACITY OF YELM
RESOLUTION NUMBER 570
INTERLOCAL AGREEMENT WITH ASSOCIATION
OF WASHINGTON CITIES (AWC) RISK MANAGEMENT
SERVICE AGENCY (RMSA) AND THE CITY OF YELM
WHEREAS, the Association of Washington Cities Risk Management
Service Agency (AWC RMSA), authorized and formed under RCW 48.62,
offers pooled self-insurance providing cost stability and the potential for
long-term savings; and
WHEREAS, AWC RMSA is sponsored by the Association of Washington
Cities as a service to Washington cities and towns; and
WHEREAS, the City of Yelm has reviewed and analyzed the AWC RMSA
Interlocal agreement, bylaws, and coverages; with legal counsel for
consistency with city code/charter, of the City of Yelm; and
WHEREAS, the City of Yelm acknowledges that after becoming a member
of the AWC RMSA, the City of Yelm shall be subject to assessments and
any future reassessments as required by statute and the AWC RMSA; and
WHEREAS, the City of Yelm concludes that the Interlocal Agreement of
the AWC RMSA would be beneficial in managing the municipal risks
involved in providing services to our citizens;
NOW, THEREFORE, the City of Yelm does hereby agree to enter into and
abide by the Interlocal agreement, which, along with this Resolution,
constitutes a contract between the City of Yelm and the AWC RMSA.
ADOPTED by the governing body of the City of Yelm, Washington on this
25 day of October, 2016.
Mayor JW F ter
Attest:
INTERLOCAL AGREEMENT OF
THE ASSOCIATION OF WASHINGTON CITIES
RISK MANAGEMENT SERVICE AGENCY
(AWC-RMSA)
Effective January 1, 2017
TABLE OF CONTENTS
Page
PREAMBLE 4
RECITALS 4
ARTICLE 1 Definitions 4
ARTICLE 2 Risk Sharing 6
ARTICLE 3 Agency Offices 7
ARTICLE 4 Parties to Agreement 7
ARTICLE 5 Term of Agreement 7
ARTICLE 6 Financial Obligations of Agency 7
ARTICLE 7 Powers of the Agency 7
ARTICLE 8 The Board of Directors &their Powers & Responsibilities 8
ARTICLE 9 Operating Committee 9
ARTICLE 10 Coverage 9
ARTICLE 11 Bond Requirements 9
ARTICLE 12 Responsibility of the Agency 9
ARTICLE 13 Responsibilities of Members 10
ARTICLE 14 New Members 11
ARTICLE 15 Defense of Agents 11
ARTICLE 16 Withdrawal 11
ARTICLE 17 Termination by Agency 12
ARTICLE 18 Effect of Withdrawal or Termination 12
ARTICLE 19 Termination and Distribution 13
ARTICLE 20 Bylaws, Policy, Procedures and Member Standards 13
ARTICLE 21 Notices 13
ARTICLE 22 Amendment 13
ARTICLE 23 Enforcement 14
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ARTICLE 24 Prohibition Against Assignment 14
ARTICLE 25 Severability 14
ARTICLE 26 Agreement Complete 14
ARTICLE 27 Conflicts 14
ARTICLE 28 Supersession 14
ARTICLE 29 Signature of Counterparts 14
ARTICLE 30 Section Headings 14
ARTICLE 31 Governing Law 15
ARTICLE 32 Time 15
ARTICLE 33 Authorization of Signature 15
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INTERLOCAL AGREEMENT:
OF THE ASSOCIATION OF WASHINGTON CITIES
RISK MANAGEMENT SERVICE AGENCY
PREAMBLE
State law authorizes the formation of pooling organizations to provide insurance, to reduce the
amount and frequency of the Members' losses, and to decrease the cost incurred by the Members in the
handling and litigation of claims. This Agreement provides for self-insurance pooling and/or the
economical purchase of Insurance coverage for Local Governmental Entities. This Agreement is made
and entered into in the State of Washington by and among the Members organized and existing under
the Constitution or laws of the State of Washington, hereinafter collectively referred to as"Members", and
individually as "Member", which are parties signatory to this Agreement.
RECITALS
WHEREAS, Chapter 48.62 RCW provides that two or more local governmental agencies may, by
Interlocal Agreement, provide insurance for any purpose by one or more of certain specified methods;
WHEREAS, the Association of Washington Cities, the sponsoring entity, of the Risk Management
Service Agency ("Agency"), would like to maintain the long-standing relationship that has been achieved
over the years because of the mutual goals of both entities, which is to support all cities and towns in
Washington State;
WHEREAS, the Association of Washington Cities as sponsor of the Agency desires to provide its
Members, as well as other Local Governmental Entities, the opportunity to jointly self-insure or pool their
primary risks to enhance their ability to control their insurance programs and coverages;
WHEREAS, each of the parties to this Agreement desires to join together with the other parties
for the purpose of pooling their self-insured losses and jointly purchasing excess insurance and
administrative services in connection with a Joint Self-Insurance program for said parties; and
WHEREAS, it appears economically feasible and practical for the parties to this Agreement to do
so;
NOW,THEREFORE, in consideration of all of the mutual benefits, covenants and agreements
contained herein the parties hereto agree as follows:
ARTICLE 1
Definitions
The following definitions shall apply to the provisions of this Agreement:
1.1 "Administrative Agent," shall mean the Association of Washington Cities that provides the
contracted administrative services for the Agency.
1.2 "Agency" shall mean the Association of Washington Cities Risk Management Service Agency
(RMSA).
1.3 "Agreement" shall mean the Interlocal Agreement, however amended, among and between the
Agency and the Members.
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1.4 "Assessment" shall mean the monies paid by the Members to the Agency.
1.5 "Association" shall mean the Association of Washington Cities.
1.6 "Board of Directors" or"Board" shall mean the governing body of the Risk Management
Service Agency (RMSA) as duly elected by the members of the Agency.
1.7 "Bylaws" shall mean the document(s) that provides for the governance and operation of the
Agency. "Bylaws" mean the Bylaws adopted by the Board of Directors of the Agency and all duly
adopted amendments and revisions thereto, however amended.
1.8 "Claim(s)" means a demand for payment for damages against the Agency arising out of
occurrences within the Coverage Agreement; or policy benefit because of the occurrence of an
event that includes, but is not limited to, the destruction or damage of property or reputation,
bodily injury or death and alleged civil rights violations.
1.9 "Coverage Agreement" shall mean the coverage document(s) established by the Board of
Directors and intended to address the general claim operations of the Agency.
1.10 "Excess insurance" shall mean that insurance purchased or other financing arrangements
made on behalf of the Agency to protect the funds of the Agency against catastrophes or against
an unusual frequency of losses during a single year.
1.11 "Fiscal Year" shall mean that period of 12 months, from January 1 to December 31, which is
established as the fiscal year of the Agency.
1.12 "Insurance" shall mean and include self-insurance through a funded program and/or commercial
insurance contract.
1.13 "Interlocal Agreement" means an Agreement established under the Interlocal Cooperation Act
defined in Chapter 39.34 RCW which permits local governmental units to make the most efficient
use of their powers by enabling them to cooperate with other localities on a basis of mutual
advantage and therefore, to provide services and facilities in a manner and pursuant to forms of
governmental organization that will accord best with geographic, economic, population, and other
factors influencing the needs and development of local communities.
1.14 "Joint Self-Insurance Program" means two or more Local Government Entities which have
entered into a cooperative risk sharing Agreement subject to regulation under Chapter 48.62
RCW.
1.15 "Local Governmental Entity" shall mean every unit of local government, both general purpose
and special purpose, and shall include, but not be limited to, counties, cities, towns, port districts,
public utility districts, water districts, sewer districts, fire protection districts, irrigation districts,
metropolitan municipal corporations, conservation districts, and other political subdivisions,
governmental subdivisions, municipal corporations, and quasi municipal corporations.
1.16 "Member"—shall mean any eligible entity which participates in the Agency, pays the annual
Assessment and is signatory to the Agency's Interlocal Agreement.
1.17 "Member Standards" shall mean the required and advisory standards adopted by the Board of
Directors in an effort to provide consistent administrative practices for members, with the goal of
reducing property and liability losses.
1.18 "Operating Committee" shall mean the standing advisory committee to the Board.
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1.19 "Reassessment" shall mean additional monies paid by the Members to the Joint Self-Insurance
Program if claims shall exceed assets.
1.20 "Risk Sharing" means a decision by the Members of a Joint Self Insurance program to jointly
absorb certain or specific financial exposures to risks of loss through the creation of a formal
program of advance funding of actuarially determined anticipated losses; and/or joint purchase of
Insurance or reinsurance as a Member of a Joint Self-Insurance program formed under Chapter
48.62 RCW.
1.21 "Signatory" or "Signatories" shall mean those parties who sign this Agreement, including
execution by counterpart, thereby becoming a Member of the Agency bound by the terms of this
Agreement.
1.22 "Special Committee"—shall mean committees of the Agency created by the Board of
Directors.
ARTICLE 2
Risk Sharing
2.1 This Agreement is entered into by the Members to provide for Joint Self-Insurance pooling and/or
the economical purchase of Insurance coverage, risk management services, and property and
liability claims administration. Furthermore, the purpose of the Agreement is to reduce the amount
and frequency of the Members' losses and to decrease the cost incurred by the Members in the
handling and litigation of claims. This purpose shall be accomplished through the exercise of the
powers of the Members jointly in the creation of a separate public Agency, the Association of
Washington Cities Risk Management Service Agency, to direct and administer a Joint Self-
Insurance Program wherein the Members will engage in certain activities, including but not limited
to the following:
2.1.1 Risk Sharing
2.1.2 Joint purchase of insurance which may include, but is not limited to Excess and or
reinsurance; and
2.1.3 Joint purchase of administrative and other services including:
2.1.3.1 Claims adjusting;
2.1.3.2 Data processing;
2.1.3.3 Risk management consulting;
2.1.3.4 Loss prevention;
2.1.3.5 Legal; and
2.1.3.6 Miscellaneous related services.
2.2 It is also the purpose of the Agreement to provide, to the extent permitted by law, for the inclusion
at a subsequent date of such additional Local Government Entities organized and existing under
the Constitution or laws of the State of Washington as may desire to become parties to this
Agreement and Members of the Agency, subject to approval by the Board of Directors.
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2.3 This Agreement may but is not required to provide, to the extent permitted by law, that the
Agency may, at the discretion of its directors, contract with non-member Local Government
Entities in the State of Washington.
Article 3
Agency Offices
3.1 Principal Executive Office
The principal executive office for the transaction of business of the Agency shall be located at
1076 Franklin St. SE, Olympia, WA 98501. The Administrative Agent in cooperation with the
Board of Directors of the Agency shall have the authority to change the location of the principal
executive office from time to time.
3.2 Other Offices
Other business offices may be at any time be established by the Administrative Agent in
cooperation with the Board of Directors of the Agency at any place or places where the Agency is
qualified to do business.
ARTICLE 4
Parties to Agreement
Each party to this Agreement certifies that it intends to and does contract with all other parties
who are Signatories of this Agreement and, in addition, with such other parties as may later be added to
and Signatories of this Agreement pursuant to Article 14. Each party to this Agreement also certifies that
the deletion of any party from this Agreement, pursuant to Articles 16 and17, shall not affect this
Agreement nor such party's intent to contract as described above with the other parties to the Agreement
then remaining.
ARTICLE 5
Term of Agreement
This Agreement shall become effective on January 1, 2017, and shall be of unlimited duration,
but not less than one year, and will continue unless terminated as hereinafter provided in Article 19.
ARTICLE 6
Financial Obligations of Agency
Pursuant to Chapter 48.62 RCW, of the State of Washington, the debts, liabilities, and obligations
of the Agency shall not constitute debts, liabilities, or obligations of any Member to this Agreement.
ARTICLE 7
Powers of the Agency
7.1 Agency shall have the powers provided for by law and is hereby authorized to do all acts
necessary for the exercise of said powers, including, but not limited to, any or all of the following:
7.1.1 Contract or otherwise provide for risk management, claims administration and loss
prevention services;
7.1.2 Contract or otherwise provide legal counsel for the defense of Claims and/or other
legal services;
7.1.3 Consult with the Washington State Risk Manager and State Auditor;
7.1.4 Jointly purchase Insurance coverage in such form and amount as the organization's
participants may by contract agree;
7.1.5 Incur debts, liabilities, or obligations;
7.1.6 Acquire, receive, hold, or dispose of property, funds, services, and other forms of
assistance from persons, firms, corporations, and governmental entities;
7.1.7 Sue and be sued in its own name;
7.1.8 Hire employees and agents; and
7.1.9 Exercise all powers necessary and proper to carry out the terms and provisions of this
Agreement, or otherwise authorized by law.
7.2 Said powers shall be exercised to the terms hereof and in the manner provided by law.
ARTICLE 8
The Board of Directors and their Powers and Responsibilities
8.1 The Agency, its funds and service programs shall be administered by a Board of Directors.
8.2 Number of directors
There shall be seven (7) directors of the Agency, who shall be elected officials representing
members of the Agency.
8.3 Acceptance of Appointment by directors
Each director shall sign a document accepting their appointment as director and agreeing to
abide by the terms and provisions of this Agreement and the Bylaws.
8.4 Powers and Responsibilities of the Board of Directors
The Board of Directors of the Agency shall have the following powers and functions:
8.4.1 The Board shall have the power to review, amend, modify, adopt, override, or reject
the Operating Committee's recommendations.
8.4.2 The Board shall review, modify if necessary, and approve the annual operating budget
of the Agency.
8.4.3 The Board shall receive and review periodic accountings of all funds of the Agency.
8.4.4 Annually the Board shall review, amend, adopt, or reject the Operating Committee's
recommendation of the Assessment, or Reassessment rate to be charged to the
Members of the Agency.
8.4.5 The Board may review, modify if necessary, and approve the Coverage Agreement,
the Agency's Bylaws, policies and Member Standards.
8.4.6 The Board shall have the power to conduct all business on behalf of the Agency,
which the Agency may conduct under the provisions hereof and pursuant to law.
8.4.7 The Board shall determine and select Insurance, necessary to carry out the Joint Self-
Insurance Program for the Agency.
8.4.8 The Board shall have authority to contract for or develop various services for the
Agency, including, but not limited to, an Administrative Agent, claims adjusting, loss
prevention, risk management consulting services, independent actuary services,
insurance brokerage services, independent claims auditing services, and legal
counsel.
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8.4.9 The Board shall have such other powers and functions as are provided for in this
Agreement, and the Bylaws, which are necessary to implement the purposes of this
Agreement, including, but not limited to, the power to authorize contracts.
ARTICLE 9
Operating Committee
The Operating Committee shall consist of nine (9) representatives from Members. All members of
the Operating Committee shall be non-elected officials. It is the Board's intent that the Operating
Committee is advisory to the Board and/or the Administrative Agent, regarding the operations of the
Agency.
ARTICLE 10
Coverage
10.1 The type and limits of the Insurance coverage provided for Members by the Agency shall be
established by the Board of Directors.
10.2 The Board may approve purchase of additional types or limits of coverage for Members
interested in obtaining additional types or limits of coverage at additional cost to those Members.
Such additional cost may include an administrative fee for the Agency's services.
10.3 The Board may arrange for the purchase of any other Insurance or services deemed necessary
to protect the Agency or funds held by the Agency against catastrophe.
ARTICLE 11
Bond Requirements
The Board may require that the Administrative Agent authorized to disburse funds of the Agency,
provide a fidelity bond in the amount as set by the Board, and provide that such bond be paid by the
Agency.
ARTICLE 12
Responsibility of the Agency
The Agency shall perform the following functions in discharging its responsibilities under
this Agreement:
12.1 Provide Insurance coverage as deemed necessary, including but not limited to a self-insurance
fund and commercial insurance, as well as excess coverage or reinsurance, and other insurance:
Such insurance, to be arranged by negotiation or bid, and/or purchase, as necessary;
12.2 Assist each Member's designated risk manager with the implementation of the risk management
functions within the Member entity;
12.3 Provide loss prevention consulting services to Members as required;
12.4 Provide Claim adjusting and subrogation services for Claims covered by the Agency's Coverage
Agreement;
12.5 Provide loss analysis by the use of statistical studies, data processing, and record and file-
keeping services, to identify high exposure operations and to evaluate proper levels of self-
retention and deductibles;
12.6 Assist Members, as requested, with review of their contracts to determine sufficiency of indemnity
and insurance provisions;
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12.7 Conduct risk management audits to review the participation of each Member in the program. The
audit shall be performed by appointed Agency staff or, at the discretion of the Administrative
Agent, and/or an independent auditor may be retained by contract to conduct the audits;
12.8 Provide for the defense of any civil action or proceeding brought against any officer, employee,
Board member, or other agent of the Agency, in their official or individual capacity or both, on
account of an act or omission within the scope of their agency as an agent of the Agency;
12.9 Abide by the rules and regulations as stated or hereinafter amended of RCW Chapter 48.62 and
WAC 200-100; and
12.10 The Agency shall have such other responsibilities as deemed necessary by the Board of
Directors in order to carry out the purposes of the Agreement.
ARTICLE 13
Responsibilities of Members
Members shall have the following responsibilities:
13.1 All Members must maintain membership in the Association of Washington Cities.
13.2 Each Member shall appoint an employee of the member entity to be responsible for the risk
management function within that member entity and to serve as a liaison between the Member
and the Agency.
13.3 Each Member shall implement a risk management policy which shall include implementing loss
prevention recommendations, and complying with the Member Standards.
13.4 Each Member shall be responsible for payment of any Member-elected deductible, and/or
appropriate deductible associated with the Member Standards.
13.5 Each Member shall promptly pay its Assessment, Reassessment, and any readjusted amount
promptly to the Agency when due. After withdrawal or termination, each Member shall pay
promptly to the Agency its share of any Reassessment and accrued interest at a rate determined
by the Board, when and if required of it by the Board.
13.6 Each Member shall provide the Agency with such other information or assistance as may be
necessary for the Agency to carry out the provisions of this Agreement.
13.7 Each Member shall in any and all ways cooperate with and assist the Agency, and any insurer of
the Agency, in all matters relating to this Agreement and covered losses, and will comply with all
Bylaws, policies, procedures and Member Standards as adopted or amended by the Board of
Directors.
13.8 All members shall cooperate with the Agency and assist with any investigations, settlement
discussions, defense or prosecution of suits, and cooperate and assist the Agency in enforcing
any right of contribution, indemnity, or subrogation in which the Agency may have an interest by
virtue of a payment made pursuant to the Bylaws, this Agreement, or the Coverage Agreement.
Members shall also assist the Agency and attend hearings and trials as well as secure and give
evidence and obtain the attendance of witnesses. Further, the members shall undertake
appropriate due diligence and concur in exercising all things reasonably practicable to avoid or
diminish any loss of or damage to the property insured under this agreement.
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ARTICLE 14
New Members
14.1 Additional Members shall be permitted to become Signatories to this Agreement. All potential
members to the Agency must be members of the Association of Washington Cities or become
members prior to acceptance into the Agency. The Agency shall allow entry into the program of
new members approved by the Board of Directors at such time during the year as the Board
deems appropriate.
14.2 Members entering under this Article may be required to pay their share of expenses as
determined by the Board, including those necessary to analyze their loss data and determine
their Assessment.
ARTICLE 15
Defense of Agents
15.1 For purposes of this article, "agent" means any person who is or was: a director, an Operating
Committee member, a Special Committee member, an officer, or an agent acting on behalf of the
Agency or Administrative Agent.
15.2 The Agency shall provide for the defense of any agents and paying of any valid judgments and
claims brought against any such agent arising from their actions or conduct in their official or
individual capacity or both, on account of an act or omission within the scope of their
responsibility; provided, however, this section shall not apply to those occurrences covered by an
Agency policy of liability insurance or if the claim or judgment results from the intentional
misconduct of said agent.
ARTICLE 16
Withdrawal
16.1 A Member signing this Agreement may not withdraw as a party to this Agreement and as a
Member of the Agency for a one-year period commencing on the date said Member signs the
Agreement.
16.1.1 After the initial one-year non-cancellable commitment provided pursuant to this Agreement, a
Member may withdraw only at the end of the Agency's Fiscal Year, provided the Member has
given the Agency a minimum of 12-month written notice of its intent to withdraw from this
Agency.
16.2 A Member shall be entitled to withdraw from the Agency where the Member presents to the Board
of Directors evidence demonstrating a material breach of contract by the Agency as regards its
obligations to the Member. The Member shall be allowed to withdraw from the agency within
ninety (90) days of any finding by the Board of Directors that a material breach of contract by the
Agency has occurred. The withdrawal of any Member under the conditions identified here shall
not however free it from any and all requirements made of any withdrawing Member.
16.3 No Member withdrawing from the agency shall be entitled to payment or return of any
Assessment, Reassessment, contributions or monies contributed to the Agency or to the
distribution of any assets of the Agency.
ARTICLE 17
Termination by Agency
17.1 The Agency shall have the right to terminate any Member's participation in the Agreement upon a
motion approved by a vote of 66% or more of the entire Board of Directors. Prior to taking action
on such a motion, the Board may, but is not required to, request that the Operating Committee
review and make recommendations to the Board on any allegation giving rise to the request to
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terminate, including but not limited to failure to: comply with a written condition, disregard of risk
management recommendations or Member Standards, noncompliance with any provision of this
Agreement, and/or the Bylaws of the Agency.
17.2 Any Member so terminated from the Agency, shall be given at least one hundred eighty (180)
days notice prior to the effective date of the termination. Any Member so terminated shall have a
period of up to six (6) months coverage under the terms of this Agreement, or may affect
alternate insurance or self-insurance arrangements if it so desires. Upon written receipt of
confirmation from the terminating Member that the terminating Member has in force valid
insurance or membership in another risk sharing pool, the effective date of the termination may
be adjusted by the Agency. Any Member so terminated shall be treated as if it had voluntarily
withdrawn.
17.3 Upon termination from this Agreement, a Member shall not be entitled to payment or return of any
Assessment, Reassessment, contributions or monies contributed to the Agency or to the
distribution of any assets of the Agency.
ARTICLE 18
Effect of Withdrawal or Termination
18.1 The withdrawal of any Member from this Agreement shall not terminate the same for purposes of
continuing to comply with all conditions and requirements of the Agreement, and survives the
withdrawal or termination of any Member.
18.2 No Member by withdrawing or terminating from the Agreement shall be entitled to payment or
return of any Assessment, Reassessment, consideration of property paid, or donated by the
Member to the Agency, or to any distribution of assets.
18.3 The withdrawal or termination of any Member shall not cease its responsibility to contribute its
share or Assessment, Reassessment, or funds to any fund or Joint Self-Insurance program
created by the Agency until all Claims, or other unpaid liabilities, covering the period the Member
was Signatory hereto have been finally resolved and a determination of the final amount of
payments due by the Member or credits to the Member for the period of its membership has been
made by the Board of Directors. In connection with this determination, the Board may exercise
similar powers to those provided for in Article 17, Termination by Agency, of this Agreement.
18.4 The withdrawn or terminated Member shall be responsible for any applicable deductible that
would have been applied related to a claim the same as if the Member was still in good standing
with the Agency.
18.5 Any withdrawn or terminated Member may not be permitted to rejoin the Agency, or allowed to
submit an application to rejoin the Agency for a period of three (3) years after the effective date of
the Member's withdrawal or termination without Board approval.
ARTICLE 19
Termination and Distribution
19.1 This Agreement may be terminated at any time by the written consent of three-fourths (75%) of
the Members, provided, however, that this Agreement and Agency shall continue to exist for the
purpose of paying all debts and liabilities, disposing of all Claims, distributing net assets, and
otherwise liquidating the affairs of the Agency. The Board of Directors is vested with all powers of
the Agency during such liquidation, including the power to require Members, including those who
were Members at the time the claim arose or at the time the loss was incurred, to pay their share
of any additional amount of Reassessment deemed necessary by the Board for final disposition
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of all Claims, losses, and liabilities covered by this Agreement. Such additional Reassessment
shall be determined and thereafter adjusted, if necessary.
19.2 Upon termination of this Agreement, all assets of the Agency shall be distributed only among the
parties that are Members in good standing of the Agency on the date of termination of this
Agreement. The assets shall be distributed in accordance with and proportionate to their
Assessment, Reassessment and property contributions made during the term of this Agreement.
The Board shall determine such distribution within six (6) months after the last pending claim or
loss covered by this Agreement has been finally disposed of.
19.3 The Board is vested with all powers of the Agency for the purpose of liquidating and dissolving
the business affairs of the Agency. These powers shall include the power to require Members,
including those which were Members at the time the claim arose or at the time the loss was
incurred, to pay their share of any additional amount of assessment deemed necessary by the
Board for final disposition of all Claims and losses covered by this Agreement. A Member's share
of such additional assessment shall be determined on the same basis as that provided for annual
assessments, and shall be treated as if it were the next year's annual assessment for that
Member.
ARTICLE 20
Bylaws, Policy, Procedures and Member Standards
The Board may adopt Agency Bylaws, policies, procedures, and Member Standards or other
documents that govern the day-to-day operations of the Agency. Each Member shall have access in
electronic or written format.
ARTICLE 21
Notices
Notices to Members hereunder shall be sufficient if mailed to the last address, or electronic mail,
provided to the Agency by the respective Member. Postal mail will be deemed received three (3) days
after mailing.
ARTICLE 22
Amendment
This Agreement may be amended at any time by the written approval of the majority of all
Members of the Agency. Amendments to the Agreement shall be adopted by ordinance or resolution of
the governing board or council of each Member, signed by an authorized representative of each
member, and a copy returned to the Agency
ARTICLE 23
Enforcement
The Agency is hereby granted the authority to enforce this Agreement. In the event action is
instituted to enforce any term of this Agreement or any term of the Bylaws against any City Member
which signed this Agreement, the substantially prevailing party in such dispute shall be entitled to its
costs and reasonable attorney's fees.
ARTICLE 24
Prohibition Against Assignment
No Member may assign any right, claim, or interest it may have under this Agreement, except to
a successor entity following reorganization. No creditor, assignee, or third-party beneficiary of any
Member shall have any right, claim, or title to any part, share, interest, fund, assessment, or asset of the
Agency. Should any participating Member reorganize in accordance with the statutes of the State of
Washington, the successor in interest, or successors in interest, may be substituted as a Member upon
approval by the Board.
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ARTICLE 25
Severability
In the event that any article, provision, clause, or other part of this Agreement should be held
invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability with respect to other articles, clauses applications, or occurrences, and
this Agreement is expressly declared to be severable.
ARTICLE 26
Agreement Complete
The foregoing constitutes the full and complete Agreement of the parties. There are no oral
understandings or agreements not set forth in writing herein.
ARTICLE 27
Conflicts
In the event of a conflict between this Agreement and the adopted Bylaws, policies, procedures,
or the Member Standards, this Agreement shall take precedence."
Article 28
Supersession
This Agreement supersedes and replaces all prior Interlocal Agreements and amendments
thereto pertaining to the Agency."
Article 29
Signature in Counterparts
This Agreement may be executed in any number of Counterparts and each of such Counterparts
shall for all purposes constitute one Agreement, binding on all Members, notwithstanding that all
Members are not Signatories to the same Counterpart. All references herein to this Agreement are
deemed to refer to all such Counterparts.
Article 30
Section Headings
The section headings in this Agreement are inserted for convenience only and are not intended to
be used in the interpretation of the contents of the sections they identify and introduce.
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Article 31
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of
Washington.
Article 32
Time
Time is of the essence in this Agreement and each and every provision hereof.
ARTICLE 33
Authorization of Signature
Each Member signing this Agreement has passed the required Ordinance or Resolution
authorizing and approving this Agreement, a copy of which Ordinance or Resolution is attached hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by authorized
officials thereof.
Association of Washington Cities (AWC) 4-A0of-
� lRisk Management Service Agency (RMSA) Membame
By /G�c-� Bazir-1
Peter King, AWC Y
�c>Ock , Mayor
(Printed name) (ka,ycr ?la=T2w1
Date ciAy// Date /0 ALS-A b
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