HomeMy WebLinkAboutLW09-239 - Original - City of Bellevue - Proceeds Distribution & Hold Harmless - 08/07/2009 PROCEEDS DISTRIBUTION AND HOLD HARMLESS AGREEMENT
This Proceeds Distribution and Hold Harmless Agreement (Agreement) is entered into
between Kent (JAG City) and the City of Bellevue and is effective upon the date of the
last signature below.
RECITALS
A. Whereas, King County entered into a Jail Services Agreement (JSA)with many of the
cities located in King County (Contract Cities) to house and provide jail services for
Contract Cities' misdemeanants; and
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B. Whereas, the JSA provides for the transfer of real property located in Bellevue with
tax parcel numbers 2825059291, 2825059292, and 2825059015 (Jail Property) to the
City of Bellevue on behalf of the JAG Cities to facilitate the Contract Cities reducing
their jail population housed by King County as provided in Section 11 of said JSA;
and
C. Whereas, Section 12 of the JSA provides that the Jail Property (or the proceeds from
its sale [Proceeds]) will be used to contribute to the cost of building secure capacity,
or contracting for secure capacity, and at the sole discretion of the Contract Cities,
building or contracting for alternative corrections facilities, sufficient to enable the
Contract Cities to meet the final step of the population reduction schedule in the JSA,
and
D. Whereas, Section 12 of the JSA further provides that in the event the Contract Cities
do not meet the objectives set forth in said section, King County would be entitled to
return of Proceeds; and
E. Whereas, on October 31, 2002, the City of Bellevue and King County entered into a
Land Transfer Agreement [City of Bellevue Clerk's Receiving # 33014] conveying
the Jail Property to the City of Bellevue on behalf of all cities in King County (JAG
Cities)for the purposes described in Section 12 of the JSA, and
F. Whereas, JAG Cities, except Kent and Enumclaw, entered into an Interlocal
Agreement for Jail Administration (Interlocal Agreement) in part to create rules for
administering the obligations related to Sections 11 and 12 of the JSA; and
G. Whereas, the obligations of Section 12 of the JSA are incorporated into Section 7.1 of
the Interlocal Agreement including its application to all King County Cities; and
H. Whereas, on March 16, 2009,the City of Bellevue (Bellevue) sold the Jail Property to
Seattle Children's Hospital for$13 million; and
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I. Whereas, on March 26, 2008, the Assembly created by the Interlocal Agreement
approved the distribution of Jail Proceeds, and
J. Whereas, some Cities have acted to designate their portion of the Proceeds towards
fulfilling their obligations under the JSA through undertakings such as the SCORE
facility; and
K. Whereas, it is the intent of this Agreement that Bellevue stand in no worse (or better)
position than any other JAG City with respect to liability or costs associated with the
distribution of and/or possible return of Proceeds to King County because of its
unique obligations to King County in Section 12 of the JSA as incorporated into the
Interlocal Agreement(unique Section t2 obligations);
L. Now therefore, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and as a precondition for receipt of said Proceeds, the JAG City and
Bellevue agree:
AGREEMENT
1. Per the Jail Oversight Assembly approved formula noted in the city-by-city proceeds
distribution (Attachment A), Bellevue shall pay JAG City, $1,167,658.01
(representing $1,176,605 16 - its proportionate share of the Proceeds/interest minus
$8,947.15 its proportionate share of the expenses Bellevue may recoup as provided in
Section 7.2 of the Interlocal Agreement) within 30 days of the execution of this
Agreement.
2. Upon receipt of said Proceeds, JAG City acknowledges and agrees that Bellevue has
lawfully discharged all obligations and duties of Bellevue to that JAG City under the
first paragraph of Section 7 2 of the Interlocal Agreement. and that Bellevue is
discharged from all of its obligations and duties to that JAG City under the second
paragraph of Section 7.2 of the Interlocal Agreement.
3. JAG City will abide by all requirements regarding the use of and goals related to the
proceeds as provided in Section 7.1 of the Interlocal Agreement (whether a party to a
JSA or not). JAG City will only leave or place a City Inmate in King County Jail
after December 31, 2012 (post 2012 inmate housing) if King County confirms in
writing that this post 2012 inmate housing does not violate the population reduction
schedule referenced in Section 12 of the JSA and incorporated into Section 7.1 of the
Interlocal Agreement.
4. Should there be a determination that a JAG City failed to abide by the requirements
of Section 7.1 (at-fault JAG City)triggering an obligation for Bellevue to return all or
part of the at-fault JAG City's Proceeds and any required interest to King County,
said Proceeds shall be paid to Bellevue within 10 working days of written notice
unless the at-fault JAG City makes other acceptable arrangements with Bellevue
-2 - July 7, 2009
and/or King County or the at-fault JAG City obtains injunctive or other legal relief
against King County that absolves Bellevue of any legal obligation to return said
Proceeds and interest prior to the expiration of the 10 working day period.
5. Bellevue and JAG Cities maintain that King County may only require return of
Proceeds from an at-fault JAG City. However, if there is a determination that there is
an obligation to return to King County Proceeds in an amount in excess of the amount
distributed to an at-fault JAG City(s) then each non at-fault JAG City shall pay up to
the full amount of its Proceeds and any required interest to Bellevue within 10
working days of written notice unless the non at-fault JAG City makes other
acceptable arrangements with Bellevue and/or King County or the non at-fault JAG
City obtains injunctive or other legal relief against King County that confirms
Bellevue has no legal obligation to return said Proceeds and interest prior to the
expiration of the 10 working day period. If the obligation to return Proceeds is in
excess of the at-fault JAG City's distribution, but less than each JAG City's full
Proceeds, the amount due King County from the non at-fault JAG Cities shall be a
prorated amount based on the percent of Proceeds received to the total Proceeds
minus the amount representing the at-fault JAG City's share. The same prorated
formula shall apply to required interest due from non at-fault JAG Cities.
6. Should Bellevue be sued for return of proceeds solely because of its unique Section
12 obligations, the alleged at-fault JAG City(s) shall immediately undertake the
defense of Bellevue and pay all expenses and costs (including attorney's fees)
associated with said defense whether or not said JAG City maintains it is or is
ultimately determined to be not at-fault. Should King County be entitled to its
attorney's fees in the suit, the at-fault JAG City shall hold Bellevue harmless and
indemnify Bellevue from any liability or costs associated with the obligation to pay
King County's attorney's fees.
7. Should Bellevue be the only party sued based on the alleged fault of other JAG Cities,
those alleged at-fault JAG Cities agree to stipulate to being named as defendants with
the concurrence of Plaintiff and/or not oppose Bellevue's motion to be included in the
suit as an indispensible party. The obligations of Paragraph 6 shall apply whether or
not the alleged at-fault JAG City is named in the litigation
8. If King County sues Bellevue for return of proceeds because of Bellevue's alleged
violation of Section 12 of the JSA regarding use of proceeds or the reduction in Jail
population along with other JAG Cities for their violations, each party will undertake
its own defense at its own cost.
9. At-fault JAG Cities shall be responsible for costs of whatever form or nature
associated with Bellevue's unique Section 12 obligations, including but not limited to
staff costs in coordinating and collecting proceeds or attorneys fees, and including
administrative costs Bellevue incurs even where timely payment of Proceeds is made.
Said costs shall be prorated among at-fault JAG Cities as appropriate.
-3 - July 7, 2009
10. In the event Bellevue incurs liability or costs associated with its unique Section 12
obligations and said liability or costs are not addressed in any other provision of this
Agreement, each JAG City shall indemnify, hold harmless and defend Bellevue and
its elected officials, employees agents and representatives from and against any and
all claims, demands, causes of action, liabilities,judgments, settlements, damages or
costs, including reasonable attorney's fees of whatever form related to Bellevue's
unique Section 12 obligations in proportion to its share of the proceeds.
11. Each JAG City shall keep its Proceeds in a segregated fund and keep records
sufficient to demonstrate that all expenditures of the Proceeds comply with Section
7 1 of the Interlocal Agreement. Said records shall be kept for at least 6 years from
the date of the expenditure of the last Proceeds of the JAG City.
12. The JAG City representative who will be responsible for management and
expenditure of the fund and for receiving notices related to the obligations under 7.1
of the Interlocal Agreement is (include name, title, address &phone#):
a. John Hodgson
Chief Administrative Officer
City of Kent
220 Fourth Avenue South
Kent, WA 98032
JAG City shall notify Bellevue of any change in this designated representative or
contact information.
13. The City of Bellevue as a recipient of$ 971,638.82 (representing $ 979,083.98 - its
proportionate share of the Proceeds/Interest minus $ 7,445.16 its proportionate share
of the expenses) is also a JAG City and in that capacity shall be bound by the same
terms under this Agreement as any other JAG City.
14. This Agreement shall be authorized by each JAG City's legislative body or other
authorizing authority if not within authority of legislative body.
15. General Provisions:
A. Governing Law; Forum. The Agreement will be governed by the laws of
Washington and its choice of law rules. The JAG City consents to the exclusive
personal jurisdiction and venue of the federal and state courts located in King
County, Washington, with respect to any dispute arising out of or in connection
with the Agreement, and agrees not to commence or prosecute any action or
proceeding arising out of or in connection with the Agreement other than in the
aforementioned courts.
B. Severability. If any provision of the Agreement is held to be invalid or
unenforceable for any reason, the remaining provision will continue in full force
-4 - July 7,2009
without being impaired or invalidated in any way. The parties agree to replace
any invalid provision with a valid provision that most closely approximates the
intent and economic effect of the invalid provision.
C. Nonwaiver. Any failure by a party to enforce strict performance of any
provision of the Agreement will not constitute a waiver of that party's right to
subsequently enforce such provision or any other provision of the Agreement.
D. No Assignment. Neither the Agreement nor any of the rights or obligations of
the JAG City arising under the Agreement may be assigned without Bellevue's
prior written consent. Subject to the foregoing. the Agreement will be binding
upon, enforceable by, and inure to the benefit of, the parties and their successors
and assigns.
E. Notices. All notices and other communications under the Agreement must be in
writing, and must be given by registered or certified mail, postage prepaid, or
delivered by hand to the party to whom the communication is to be given, at its
address set forth in this agreement.
F. Legal Fees. In any lawsuit between the parties with respect to the matters
covered by the Agreement, the prevailing party will be entitled to receive its
reasonable attorney's fees and costs incurred in the lawsuit, in addition to any
other relief it may be awarded.
G. Counterparts. The Agreement may be signed in counterparts, each of which
shall be deemed an original, and all of which, taken together, shall be deemed
one and the same document.
In witness whereof, the parties have executed this Agreement and it shall be effective as
of the last date written below.
CITY OF KENT
By: S:�7 Date: D
Titl Mayor
CITY OF BELLEVUE
By: �--- Date.
Title: Gf
- 5 - July 7. 2009
S
ATTACHMENT A
to Proceeds Distribution and Hold Harmless Agreement
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City of m Office of the City Manager• Phone(425)452-7228• Fax (425)452-5247
Bellevue c s Post Office Box 90012 • Bellevue, Washington • 98009
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RECEIVED
AUG 2 4 2009
August 17, 2009 KENT LAW DEPT.
City of Kent
Law Department
Attn Tammy Larson-White
220 4th Avenue South
Kent, WA 98032
Dear Tammy
Enclosed is your original fully executed copy of the JAG Property Proceeds Agreement The City of
Bellevue is planning to mail your city's proceeds check on Friday, August 21
Thank you very much,
6a /��/T::�2
Charles Bolanos
JAG Coordinator
Tel 425-452-4192
E-Mail jag_coord@bellevuewa gov
City of Bellevue offices are located at 450 - 110th Avenue N.E.
�e REQUEST FOR MAYOR'S SIGNATURE
KEIdT Please FIII in All Applicable Boxes
WASHINGTON
Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT)
Originator 9f, 1 ( (� Phone (Originator)
Date Sent: oe� ✓ Date Required: 9I 1(-I
Return Signed Document to "�{1�'���j %��� CONTRACT TERMINATION DATE:
VENDOR NAME: �I{ E' ( h DATE OF COUNCIL APPROVAL: �' L
Brief Explanation` Iof Document. r i 1g
I ) K� I
lu
olv�
All Contracts Must Be Routed Through the Law Department
(This At ea to be Compieted By the Law Department)
Received:
Approval of Law Dep <� �f RECEIVED
Law Dept. Comn ie.
City of Kent
Date Forwarded to Mayor- I 6 Office of the Mayor
r
Shaded Areas to Be Completed by Administration Staff
Received-
Recommendations & Comments:
Disposition:
Date Returned
Iase587/0 • 3/0;