HomeMy WebLinkAbout08/18/2015 11 Drainage Improvement Districts Transfer from Yakima County'1111111 1,
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 11.
For Meeting of: August 18, 2015
ITEM TITLE: Council consideration of Yakima County request that the City accept
transfer of seven Local Improvement District Drainage Improvement
Districts located entirely within the City limits.
SUBMITTED BY: Jeff Cutter, City Attorney
SUMMARY EXPLANATION:
Yakima County has requested that the City consider accepting the transfer of seven Drainage Improvement
Districts located entirely within the Yakima City limits under the terms and conditions stated in the proposed
Interlocal Agreement included in the Agenda item. The City Partnership Committee has met with County
representatives to discuss this proposed transfer, as well as to discuss the County's alternative plan to
dissolve the DIDs in the event the City did not agree to accept the transfer in accordance with the Interlocal
Agreement.
The recent efforts to discuss the possible transfer, the legal issues raised regarding a transfer or dissolution of
the DIDs and other related issues is discussed in the Memorandum attached to this Agenda Item. At this
point the City Council must reach a decision regarding the County's request that the City receive the DIDs
through an agreed transfer or decline the transfer and await the County's dissolution of the DIDs by their
unilateral action.
Resolution: Ordinance:
Other (Specify): Memorandum
Contract: X Contract Term:
Start Date: End Date:
Item Budgeted: Amount:
Funding Source/Fiscal Impact:
Strategic Priority: Partnership Development
Insurance Required? No
Mail to:
Phone:
APPROVED FOR
SUBMITTAL:
RECOMMENDATION:
City Manager
The Partnership Committee has referred this matte to the City Council for final determination.
ATTACHMENTS:
Description
Upload Date
D IDIIID-County Action to Abandon or Dissollve-8 2015 8/3/2015
Untertocall-D11111County "Transfer' to City -County IFlinaki
2015
8/3/2015
Type
Omer Memo
Contract
CITY OF YAKIMA
LEGAL
DEPARTMENT
200 South Third Street, 2nd Fl. 1 Yakima, WA 98901 P: 509.575.6030 1 F: 509.575.6160
MEMORANDUM
August 3, 2015
TO: Honorable Mayor Cawley and Members of the City Council
Tony O'Rourke, City Manager
FROM: Jeff Cutter, City Attorney
SUBJECT: DID Transfer / Dissolution by Yakima County
This Memorandum is a restatement of previous information and material provided to the City
Council concerning Yakima County efforts to either transfer or dissolve the DID systems
located entirely within the City of Yakima. Recently there have been meetings with the Council
Partnerships Committee members and with Yakima County representatives to discuss the
alternatives available to the City with regard to dealing with the DI Ds located within the City. At
this point the Partnership Committee has expressed significant reservations about agreeing to
the terms of the Interlocal Agreement proposed by the County to affect DID transfer to the City,
a copy of which is attached hereto. This matter is now before the City Council for
consideration. To refresh each of you regarding how we arrived at this point I have included the
following information for your consideration.
Over the past several years the Yakima County Commissioners have approached the City with
proposals to resolve the disposition of significant Drainage Improvement District (DID)
infrastructure and systems now located within the City limits that were constructed during the
time when the land upon which the systems were constructed was within the County and
outside of the City limits. Over the years the land and infrastructure that is the subject of
present City -County discussion has been gradually annexed to the City and is now City
property. The County has determined that it no longer desires to operate, assess and maintain
the DID infrastructure that is within the City boundaries and has proposed several alternatives
to the City for consideration in an effort to accomplish the County goal of transferring or
abandoning the infrastructure systems.
The DID systems that lie within the City remain functional, are still assessed by the County and
continue to convey considerable flows of water resultant of excess irrigation, groundwater and
surface runoff sources. As a result of assessing the properties the County remains responsible
to operate and maintain the DID systems to the present day and has provided the City with a
recent revenue summary for the DID systems. The systems within the City are made up of long
runs of underground conduit, varying in size but primarily ranging from six to thirty inches, with
manholes at intervals throughout the system. Some of this conduit has been determined to be
located under developed property and structures as well as along numerous street right-of-
ways within the City.
Memorandum to Honorable Mayor and Members of the City Council &
Tony O'Rourke, City Manager
August 3, 2015
Page 2
Withdrawal of DID by County to City
At one point the County proposed withdrawing the DID infrastructure located within the City
from the County DID system and transferring those systems to the City to operate, assess and
maintain. Such a transfer could take place through application of RCW 85.38.213, which
provides:
A special district may withdraw area from its boundaries that is located within the
boundaries of a city or town, or area that includes area both within and adjacent
to the boundaries of any city or town, under this section.
(1) The withdrawal of area is authorized upon the following conditions being
met: (a) Adoption of a resolution by the special district requesting withdrawal of
the area from the district; (b) adoption of a resolution by the city or town
council approving the withdrawal of the special district from the area; (c)
assumption by the city or town of full responsibility for the maintenance,
improvements, and collection of payment for the operation of the system
previously operated by the special district in the area; (d) transfer by the
special district of all rights-of-way or easements in the area to the city or town by
quit claim or deed; and (e) adoption of an interlocal agreement between the
special district and the city or town that reimburses the special district for
lost assessment revenue from the withdrawn area, that transfers any
facilities or improvements owned by the special district to the city or town
as agreed between the parties, and that requires the city or town to
maintain existing water run-off and water quality levels in the area.
(2) Property in the territory withdrawn from the boundaries of a special district
under this section shall remain liable for any special assessments of the special
district from which it was withdrawn, if the special assessments are associated
with bonds or notes used to finance facilities serving the property, to the same
extent as if the withdrawal of property had not occurred. (Emphasis added).
Therefore, in order for the County to withdraw the portions of the DID infrastructure that are
located within the City from County DID control and transfer them to the City, the City must take
affirmative action to accept them and to become responsible for the operation and maintenance
of the districts and all liabilities associated with them. To date, the City has not been willing to
accept the responsibility for the districts for several fundamental reasons, not the lease of which
include, but are not limited to 1) lack of information regarding the structural stability of the
ancient conduit systems, 2) lack of information about the environmental contamination
associated with the systems as a result of the conveyance of agricultural irrigation runoff for
many years, 3) uncertainty that the DID systems are all located in legal easements and right-of-
ways within the City (some of which appear to be located under developed property) and 4) a
desire to avoid becoming legally responsible for the ancient infrastructure for which the City had
no responsibility for constructing.
Memorandum to Honorable Mayor and Members of the City Council &
Tony O'Rourke, City Manager
August 3, 2015
Page 3
County Abandonment or Suspension of DID
Primarily due to the City's past disinterest in agreeing to become the operator and responsible
party for the DIDs located within the City, the County Commissioners have now suggested that
they plan to dissolve the DIDs under authority of statute, on the basis that the DIDs are
"inactive". The County relies upon RCW 36.96.010(3) to argue that the DID special purpose
districts are "inactive"; the statute provides, in relevant part:
(3) "Inactive" means that a special purpose district, other than a public
utility district, is characterized by either of the following criteria:
(a) Has not carried out any of the special purposes or functions for which it
was formed within the preceding consecutive five-year period; or
(b) No election has been held for the purpose of electing a member of
the governing body within the preceding consecutive seven-year period or,
in those instances where members of the governing body are appointed
and not elected, where no member of the governing body has been
appointed within the preceding seven-year period. (Emphasis added.)
The County has asserted that there has not been an election for a governing member of the
DID s within the City in seven years or more, and therefore the DIDs have become "inactive" as
defined by statute. On this basis, the County has indicated that it plans to employ RCW
36.96.030(1) to hold public hearings concerning the dissolution of the DID special purpose
districts lying within the City. Following the public hearings the County legislative authority must
prepare written findings on whether the DID special purpose districts meet the requirements of
being declared "inactive" and also must adopt an ordinance dissolving the DIDs found to be
"inactive" if it also makes additional written findings detailing why it is in the public
interest that the DID be dissolved. RCW 36.96.040. RCW 36.96.040 further provides that
upon taking the above stated actions, "except for the purpose of winding up its affairs as
provided by this chapter, a special purpose district that is so dissolved shall cease to exist
and the authority and obligation to carry out the purposes for which it was created shall
cease thirty-one days after adoption of the dissolution ordinance.
The dissolution of a DID special purpose district shall be final and conclusive unless, within
thirty days of the adoption of the dissolution ordinance, an interested party makes application to
a court of competent jurisdiction for a writ of prohibition or a writ of mandamus seeking to bar
the action taken to dissolve the districts. RCW 36.96.050. The applicant for said writ bears the
burden of demonstrating that 1) the DID special purpose district in not "inactive" or 2) it is not
in the public interest that the special purpose district be dissolved. Presumably the City
could make such an argument on the basis of the several reasons stated above for not wanting
to be the recipient of a transfer, as well as other potential reasons.
The City faces a significant challenge in any effort taken to confront a County action to dissolve
the DIDs within the City because, other than two specific statutory references to City
involvement in transfer of the DIDs, the statutes pertaining to dissolution of the special purpose
Memorandum to Honorable Mayor and Members of the City Council &
Tony O'Rourke, City Manager
August 3, 2015
Page 4
districts appear to assume that the districts lie wholly within a County. Therefore, there is no
mention, within statutes controlling dissolution, of specific arguments available to a City to
dispute the dissolution action or to address the outcome faced by a City forced to "inherit" these
systems following dissolution. There is, however, some helpful analogy represented in statutes
addressing the dissolution process that concern DIDs located within two different Counties
when one of them chooses to dissolve the district. RCW 36.96.070 provides guidance for this
situation with regard to the disposition of property following a dissolution of such a multi -County
DID / special purpose district. That statute provides:
Any moneys or funds of the dissolved special purpose district and any moneys or
funds received by the board of trustees from the sale or other disposition of any
property of the dissolved special purpose district shall be used, to the extent
necessary, for the payment or settlement of any outstanding obligations of the
dissolved special purpose district. Any remaining moneys or funds shall be used
to pay the county legislative authority for all costs and expenses incurred in the
dissolution and liquidation of the dissolved special purpose district. Thereafter,
any remaining moneys, funds, or property shall become that of the county in
which the dissolved special purpose district was located. However, if the
territory of the dissolved special purpose district was located within more
than one county, the remaining moneys, funds, and personal property shall
be apportioned and distributed to each county in the proportion that the
geographical area of the dissolved special purpose district within the
county bears to the total geographical area of the dissolved special
purpose district, and any remaining real property or improvements to real
property shall be transferred to the county within whose boundaries it lies.
A county to which real property or improvements to real property are
transferred under this section does not have an obligation to use the
property or improvements for the purposes for which the dissolved special
purpose district used the property or improvements and the county does
not assume the obligations or liabilities of the dissolved special purpose
district as a result of the transfer. (Emphasis added).
By analogy, it certainly seems reasonable to expect that if the County does indeed dissolve the
DIDs that are nearly entirely within the City, the same outcome as is set forth above should be
applicable to the City. This would seem to speak for itself as a fair outcome of such unilateral
action taken by the County. Perhaps the most important part of the above cited statute
concerns the lack of liability or obligation on the part of the non-moving government entity in the
inherited infrastructure. The difficulty in applying this provision to the City's situation is that
while this may provide a fair and equitable approach for the City and County to follow, it is not
specifically stated; the statute as written applies to two contiguous counties, not a city within a
county.
Herein lies the frustration with attempting to find redress for what appears to be a complete lack
of consideration for the City's concerns regarding the liabilities associated with the DIDs that
Memorandum to Honorable Mayor and Members of the City Council &
Tony O'Rourke, City Manager
August 3, 2015
Page 5
are now located within the City. If the County can unilaterally choose to abandon the systems,
who then bears the liability for conduits that fail, cave in, cause damage to persons or property
or contain environmental contamination that at times may be flushed from them and deposited
in waterways? While it seems quite evident that these systems provide multiple inherent
liabilities, the statutes don't provide a recognition of that fact and indeed are substantially
deficient in addressing any of them, particularly from the view of a City that appears to be
forced into dealing with them.
Finally, it is also interesting to observe that as far as I have been able to determine, the statutes
addressing the dissolution of DID special purpose districts do not state that the entity acting to
dissolve the districts is immune from liabilities associated with the infrastructure. Therefore,
there appears to be a significant void in statutory direction for the consideration of many
potential future problems that seem imminent as time passes and the conduit system continues
to deteriorate once the County dissolves the districts and walks away.
Commissioners' Authority to Operate DID System
One final issue that may be useful in considering the status of the DID systems as they now
exist within the City concerns the County's apparent intent to declare the districts "inactive" on
the basis that no Board of Commissioners has been elected to any of the districts in many
years. As previously indicated, RCW 36.96.010 provides that if no such elections have
occurred in the previous seven years the districts meet the definition of being "inactive". This
determination is necessary to support the dissolution effort. Interestingly, during this time the
County has taken on the roll of the Board of Commissioners, setting the assessment values,
operating the DID systems and maintaining the infrastructure. By outward appearance the
County Commissioners have become the acting DID Board of Commissioners. Whether they
are legally permitted to do so is questionable.
RCW 36.96.060 describes the role of the County Commissioners in dissolving an "inactive"
special purpose district. That statute states:
For the sole and exclusive purpose of winding up the affairs of a dissolved
special purpose district, the county legislative authority, acting as a board of
trustees, shall have the same powers and duties as the governing authority of
the dissolved special purpose district including the following:
(1) To exchange, sell, or otherwise dispose of all property, real and personal,
of the dissolved special purpose district; and
(2) To settle all obligations of such special purpose district. Such powers and
duties shall commence upon the effective date of dissolution and shall continue
thereafter until such time as the affairs of the dissolved special purpose district
have been completely wound up.
The statute would lead one to understand that the County Commissioners may only act in the
capacity of the DID Board of Commissioners for the sole and exclusive purpose of winding up
the business of the dissolved district. Yet they have been operating the districts within the City
for many years. This potential argument is somewhat of a two-edged sword, insofar as on one
Memorandum to Honorable Mayor and Members of the City Council &
Tony O'Rourke, City Manager
August 3, 2015
Page 6
hand, we could argue that in fact the County has taken on the role of responsibility for the
districts, continuing to establish and collect assessments, maintain the infrastructure and bring
benefit to the assessed properties. If that is the case, then in fact the DIDs are not "inactive",
as the County Commissioners have been operating them for quite some time, and do so now.
The problem with the argument is that I can find no statute that authorizes them to do so and
therefore would expect a court hearing this argument would simply find that the County has
been operating the DIDs without authority to do so and are not now permitted to continue to
perform that function.
Conclusion
The City is in a difficult position as it considers how to respond to the County's stated intent to
dissolve the DIDs. There is insufficient information to know what the status of the infrastructure
is presently. We don't know what environmental issues exist within the system. We don't have
a clear picture of what liabilities the County will continue to be responsible for regarding
problems that will arise over time as the infrastructure continues to age. We do know that
unless we affirmatively agree to accept the responsibility for operating and maintaining the DIDs
through a transfer they cannot be forced upon the City against its wishes in an operational
capacity. However, if the County is successful in dissolving the districts there is a troubling lack
of specific direction in the state statutes to determine who will hold the ultimate responsibility for
issues arising as a result of the presence of this infrastructure in the future.
INTERLOCAL AGREEMENT
PROVIDING FOR THE TRANSFER OF ALL REAL PROPERTY AND ASSETS OF
DRAINAGE IMPROVEMENT DISTRICTS Nos. 4, 13, 29, 38, 39, 40, and 48 LOCATED IN
TI -IE CITY OF YAKIMA
THIS AGREEMENT is made and entered into between the governing authorities of
Yakima County and the City of Yakima pursuant to the authority granted at Title 39, Chapter 34
of the Revised Code of Washington (RCW 39.34 The Interlocal Cooperation Act) for the
purpose of perfouning the orderly transfer of administration and management of the property
and assets of seven districts that were established and operated as Drainage Improvement
Districts (DIDs) within the jurisdiction of Yakima County but that have been annexed into the
jurisdiction of the City of Yakima. These seven special purpose districts have been determined
by the Yakima County Auditor to be 'inactive' as defined at RCW 36.96.010 because there has
not been any elections for individual district governing boards in over 5 years and they have not
operated as independently governed districts in over 7 years; but instead, the DID's operations
have been overseen by Yakima County's public services department.
The Parties agree as follows:
I. Introduction.
1.1. The seven DIDs designated numerically as Districts 4, 13, 29, 38, 39, 40 and 48 were
formed in the first half of the 20th Century under RCW 85.08 by legislative action of Yakima
County. DIDs are designated as independent, self-governing Special Districts (RCW 85.08.015,
referencing to RCW 85.38 et seq.) and also as Special Purpose Districts (RCW 36.96 et seq.).
Each district is intended to be governed by independently elected three-person boards tasked
with establishing, constructing, maintaining and acquiring property to provide a system of drains
and drainage to assist with agricultural practices and to protect the health and well-being of the
citizens in the districts served. Revenues and taxes are levied and collected by the DIDs, with
assistance by the County Treasurer, to fund ongoing DID operations.
1.2. For over 7 years DIDs 4, 13, 29. 38, 39, 40 and 48 have neither held elections for
independent DID commissioners or supervisors nor have they been independently governed.
Thus they have been deemed inactive by declaration of the County Auditor pursuant to RCW
36.96.010 (3) (b) [Attachment No. 11. In recent years, in the absence of an independent
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governing body, the inactive DID's operations have been have been overseen by the Yakima
County public services division.
1.3. The City of Yakima has annexed into its municipal boundaries all the properties served
by the seven DIDs subject to this Agreement; and the drainage services now provided by the
DID's facilities benefit only these properties, streets and facilities located within the City.
1.4 A DID can withdraw its territory that is within or contiguous to a municipality's borders
(RCW 85.38.213). Any portion of a drainage district or drainage improvement district located
within the borders of a first-class city operating a storm drain utility may be removed from the
drainage district or drainage improvement district by ordinance of the city. Further, RCW
36.96.040 requires that whenever a special purpose district has been found to meet the criteria of
being inactive, the county legislative authority shall adopt an ordinance dissolving the special
purpose district and providing written findings detailing why it is in the public interest that the
special purpose district be dissolved.
1.5 The City and County are in agreement that any real property interests, infrastructure,
assets, benefits and obligations held by the subject DID's located entirely within both the DID
boundaries and the City's municipal boundary should be transferred to the municipality whose
citizens are both benefited and are served by those facilities. The Parties further agree that all
related documentation, including resolutions, maps, deeds and records of meetings that are in the
possession of Yakima County and that are related to the drainage facilities and real property
interests associated with the DIDs located entirely within the City, will be transferred to the City.
2. Purpose.
The purpose of this Agreement is to define the Parties legal and specific responsibilities,
obligations, liabilities and duties associated with the transfer of the DIDs that are located within
the City; including but not limited to: (a) Adoption of a resolution by the County legislative body
acting on the behalf of the inactive DIDs advising the City of the dissolution of the DID and the
withdrawal of any DID responsibility for drainage services to the service areas located within the
City; (b) adoption of a resolution by the City Council acknowledging the withdrawal of the
dissolved inactive DID districts from its territory; (d) transfer by the DIDs of all rights-of-way or
easements in the area to the City by quit claim or deed; and (e) the arrangement between the
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County, acting on behalf of the inactive DIDs, and the City that transfers any facilities or
improvements owned by the DIDs to the city or town as agreed between the parties.
3. Parties Responsibilities and Obligations.
3.1 The City of Yakima shall accept all real and personal property interests of the DID
located within its municipal boundaries.
3.2 The Parties to this agreement hereby agree that, subject to the provisions of Section 5 of
this agreement, all obligations, liabilities and responsibilities for the known DIDs located entirely
within the municipal boundaries of the City related to the operation and maintenance of the
drainage facilities from the date of transfer forward shall be assigned to the City. The Parties
further agree that any liabilities associated with latent and future defects within the DID systems
based on operations prior to annexation of its territory by the City shall remain the sole
responsibilities of each respective DID.
3.2.1 Each DID shall be responsible for cleanup operations required to remediate
identified points of contamination and shall seek full mitigation from the purveyors of said
contaminations that are confirmed to result from activities prior to annexation of its territory into
the City. Areas of the DID infrastructure and outfalls that are determined to present points of
contamination requiring environmental remediation shall be addressed by the City or its utilities
in compliance with Department of Ecology guidelines.
3.2.2 The Parties agree that with respect to any unidentified or structurally unstable
portions of the DIDs subject to transfer under this agreement, each DID shall be responsible to
resolve all claims, including but not limited to environmental contamination, structural
instability, personal injury, property damage and trespass resulting from activities occurring prior
to annexation by the City or resulting from identifiable DID repairs or actions undertaken at any
time and directly attributable to the DID's negligence.
3.3 The following terms shall govern the transfer of the drainage facilities and real property
interests held by the DIDs currently overseen by the County that are located entirely within the
City:
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3.3.1 Attachrnent No. 2is a map of the DID boundaries annexed into the City of
Yakima.
3.3.2 Attachment No. 3 provides a map of known DID facilities located within the
municipal boundary of Yakima, Attachment No. 3 is not, nor is it intended to be, a
comprehensive inventory of the DID facilities located within the boundary of Yakima but is
based on the information readily available to the County.
3.3.3 Attachment No. 4represents the form of the quitclaim deeds whereby the DID and
will transfer to the City any DID real property interests located entirely within the City's
municipal boundary.
3.3.4. Attachment No. 5 is a map and any supporting documentation regarding the
existence and scope of any DID easements located within the City for the benefit of Yakima
County and/or the DIDs.
3.4. Upon the execution of this Agreement, all facilities owned by the inactive DIDs that are
located entirely within the municipal boundary of the City of Yakima, shall be transferred to the
City of Yakima subject to the teinis and conditions set forth in this Agreement. Within ninety
(90) days after the execution of this Agreement, any deeds transferring title to the real property
interests owned by the DIDs, including the real property interests shall be delivered to the City of
Yakima in the form of quit claim deeds.
3.5 Within ninety (90) days after the execution of this Agreement by the Parties, all
remaining DID operating funds that are the subject of this Agreement and/or are currently held
by the County on the DIDs behalf shall be disbursed to the City as follows:
3.5.1 Any outstanding DID expenses, invoices and claims, including any currently
outstanding costs of maintenance incurred by Yakima County for maintenance performed
on DID facilities located entirely within the City prior to the date of transfer, shall be paid
out first to Yakima County from DID operating funds.
3.5.2 Upon execution of this Agreement, Yakima County shall transfer ownership of
any stormwater drainage real property interests and related facilities located entirely
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within both the boundaries of the DIDs and the City's municipal boundary that are
currently owned by Yakima County to the City of Yakima.
3.5.3 Upon the execution of this Agreement, Yakima County shall deliver to the City
deeds, in the form of quitclaim deeds, to the DID real property interests and facilities,
including the real property interests identified in Attachment 5 (Easements) pertaining to
the DIDs subject to transfer under this Agreement.
3.5.4 Prior to the execution of this Agreement, Yakima County Public Services shall
provide to Yakima copies of any documentation in its control regarding ongoing
operations and maintenance of drainage facilities and drainage related real property
interests that are subject to this Agreement and are located entirely within Yakima's
municipal boundary.
3.6 No term or condition herein shall require the City of Yakima to continue to operate or
maintain any particular DID infrastructure or facility acquired pursuant to the Agreement. Once a
facility has been transferred to the City pursuant to this agreement, the City shall have complete
discretion with regard to the management and continued operation of such facility.
4. Miscellaneous Terms.
4.1. This Agreement shall become effective upon signature by the last party hereto.
4.2. This Agreement may be amended, altered, clarified, or extended only by the written
agreement of the Parties hereto.
4.3 This Agreement is not assignable by any Party, either in whole or n part.
4.4 This Agreement is the complete expression of the terms hereto and any oral or written
representations or understandings not incorporated herein are excluded. The Parties recognize
that time is of the essence in the performance of the provisions of this Agreement. Waiver of any
default shall not be deemed to be waiver of any subsequent default. Waiver of breach of any
provision of this Agreement shall not be deemed to be a waiver of any other or subsequent
breach and shall not be construed to be a modification of the terms of the Agreement unless
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stated to be such through written approval by the Parties which shall be attached to the original
Agreement.
4.5. Nothing herein shall be construed as obligating the Parties to expend money in excess of
appropriations authorized by law and administratively allocated for this work.
5. Indemnification and Hold Harmless.
5.1 As among the parties, Yakima County shall not have any liability arising out of Yakima
County's oversight of any DID property interests and related facilities located entirely within
both the boundaries of the transferred DIDs and the City's municipal boundaries that arise from
acts and/or omissions occurring after the recording of the quitclaim deeds to be delivered to the
City. This provision shall be consistent with and specifically subject to the terms and conditions
set forth in Section 3, above, with respect to DID liabilities accruing prior to the date of transfer.
5.2 As among the parties, the City shall not have any liability arising out of the DIDs, and/or
Yakima County's ownership or management of any of the DIDs drainage property interests and
related facilities subject to this agreement and located within both the boundary of the DIDs and
the City's municipal boundaries that are determined to result from the acts, inactions and/or
omissions of the DID or County occurring before the recording of the quitclaim deeds to be
delivered to the municipalities.
5.3 Each of the Parties shall protect, defend, indemnify, and save harmless the other Parties
and each of them, their officers, elected officials, employees, and agents, while acting within the
scope of their employment as such, from any and all costs, claims, judgments, and/or awards of
damages, arising out of, or in any way resulting from, each of the Partiesown negligent acts or
omissions. Each of the Parties agrees that its obligations under this subparagraph extend to any
claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or
agents.
5.4 In the event that any of the Parties incurs any judgment, award, and/or cost arising
therefrom, including attorneys' fees, to enforce the provisions of this Article, all such fees,
expenses, and costs shall be recoverable from the responsible Party to the extent of that Party's
fault.
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5.5 This Agreement shall be construed in accord with the law in Washington. Any action
taken to enforce the terms and conditions of this Agreement shall lie in a court of competent
jurisdiction in Yakima County, Washington.
IN WITNESS WHEREOF, the Parties hereto have executed this agreement effective as of the
date of the last signature below.
DONE this day of 2015
[ADD OFFICIAL SIGNATUREBLOCK]
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