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21-041.00 Spokane County, Millwood, Liberty Lake: Spokane Sewer Utility Tax 2(-o-fI COMMON INTEREST AGREEMENT This Common Interest Agreement ("Agreement") is entered into by and among Spokane County and its attorney, Lawrence H. Haskell; City of Spokane Valley and its attorney Cary Driskell; City of Liberty Lake and its attorney Sean Boutz of the law firm of Evans Craven & Lackie,P.S.;and City of Millwood and its attorney Brian M.Werst of the law firm of Witherspoon Brajcich McPhee, PLLC (collectively the "Common Interest Group"). The foregoing are sometimes individually referred to as "Party" and collectively as "Parties." RECITALS WHEREAS,the City of Spokane has publicly announced that it intends to impose its utility tax under Spokane Municipal Code 8.10.030(A)(4) on the revenue generated at the Spokane County Regional Water Reclamation Facility located in the City of Spokane (the"Action"); and WHEREAS, the Action will have a material detrimental financial impact on the Common Interest Group and their respective citizens, residents and/or businesses; and WHEREAS,based upon information currently available,the Parties believe that they have similar and shared legal interests in connection with the Action and that it is to the mutual benefit of the Parties that they be able to share information and documents concerning common issues relating to the Action,including,but not limited to,information and documents that may be subject to the attorney-client privilege, or attorney work-product doctrine and/or any other applicable privilege or immunity. NOW,THEREFORE, THE PARTIES AGREE AS FOLLOWS: AGREEMENT 1. Shared Information. Counsel for the Parties hereto may desire to share factual information, mental impressions, strategy, memoranda, communications, and other materials relevant to the Parties' common interests related to the Action ("Common Interest Materials") in confidence for the common purpose and benefit of contesting the Action. It is in the Parties' best interest and is reasonably necessary that counsel and the Parties have the opportunity to exchange Common Interest Materials, including privileged and protected information, and share their respective work product as deemed necessary by each Party and its counsel,in their sole discretion, in a joint and common effort to contest the Action. Any Common Interest Materials that are capable of being marked prior to exchange to the other Party shall be designated with a notation of "Joint Defense Privilege" or similar notation. The inadvertence to mark any such Common Interest Materials,however, shall not be construed to be a waiver of this privilege. Whether or not marked "Joint Defense Privilege" or similar notation, all communications between the Parties concerning the Action shall be deemed to constitute Common Interest Materials subject to this Agreement unless otherwise indicated. 2. Exchange of Information. Each Party in its sole discretion may provide any other Party with Common Interest Materials that the providing Party believes will further the joint Common Interest Agreement Page 1 of 4 and common effort in contesting the Action, but no Party shall be obligated to provide such information to any other Party. 3. Privileged and Confidential Status of Information. Except as may otherwise be required by applicable law, all Common Interest Materials are protected from disclosure to any third party pursuant to the joint defense/common interest privilege doctrine recognized in case law, and/or the community of interest/common interest doctrine established under applicable state law. The Parties agree that Common Interest Materials that are privileged, protected, or confidential as to any Party shall be held in confidence by the other Parties (unless that information ceases to be privileged, protected or confidential through no violation of this Agreement), and shall remain privileged, protected or confidential when communicated to other Parties in furtherance of their common interests and the cooperative representation of each of them pursuant to this Agreement. 4. Non-Interference. It is expressly understood and agreed that: (a) nothing in this Agreement shall obligate any Party or its counsel to disclose confidential material or information or individual work product generated solely in connection with the representation of the interest of an individual client or other information to counsel for other members of the Common Interest Group or to take or refrain from taking any particular action with respect to the Action; and (b) nothing in this Agreement shall prevent any member of the Common Interest Group from asserting any claims or action against any other member of the Common Interest Group arising out of or related to the Action or any other matter that has arisen or may arise between the Parties. 5. Duration. The confidentiality provisions of this Agreement shall survive the termination of this Agreement and shall remain in full force and effect without regard to the method by which the Agreement is terminated. It is also understood and agreed that this entire agreement shall continue to be of full force and effect until final resolution of the Action,whether by litigation or otherwise, but that any member of the Common Interest Group may withdraw from further participation by giving at least 15 days' written notice to all other members of intention to withdraw. However, any such withdrawing member shall continue to be bound by the terms of this Agreement as to information and materials received while this Agreement was operative as to that member. Immediately upon demand, any withdrawing member shall return or appropriately discard all Common Interest Materials disclosed pursuant to this Agreement to the remaining members of the Common Interest Group. The withdrawing member shall not disclose any documents, information, confidences, or the like obtained pursuant to this Agreement to any third party without the prior written consent of the other members. 6. Public Records Request. The Parties acknowledge the Washington Public Records Act (chapter 42.56 RCW) may impose certain obligations on members of the Common Interest Group to disclose public records. In the event that any member of the Common Interest Group receives a request for public records pursuant to chapter 42.56 RCW and it determines that public records responsive to such request may be deemed Common Interest Materials and no exemptions to release apply, such Party shall notify the other Parties of the request and the determination. Any Party shall, within a reasonable time but in no event greater than 10 business days of notification of the request and determination, be entitled to seek a protective order or similar judicial declaration prohibiting disclosure of such public records. If no Party obtains a Common Interest Agreement Page 2 of 4 protective order or similar judicial declaration prohibiting disclosure of such public records, disclosure such public records shall be allowed without recourse or liability to any Party. 7. Governing Law and Enforcement. This Agreement, and any part of it, is governed by Washington law and may be enforced in the Action or in any other lawsuit filed in a Washington court of competent jurisdiction. The members of the Common Interest Group agree that the rights,privileges, and interests protected by this Agreement are unique, and any violation of the Agreement would result in irreparable harm and injury to the other members. It is also specifically agreed that the terms of this Agreement may be enforced through appropriate injunctive or other equitable relief. It is further agreed that this paragraph is not intended to limit the rights or remedies of the parties to this Agreement. 8. Modifications. Modifications of this Agreement may be made, if such modifications are in writing and signed by all of the members of the Common Interest Group. 9. Severability. Any portion or provision of this Agreement that is invalid, illegal,or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability, without affecting in any way the remaining portions or provisions of this Agreement in such jurisdiction or, to the extent permitted by law. 10. Counterparts. This Agreement may be executed in any number of counterparts, each one of which shall be an original and together shall constitute one and the same document. 11. Section Headings. The Section headings included in this Agreement are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. 12. Entire Agreement. This Agreement constitutes the entire agreement of the members of the Common Interest Group with respect to the subject matter of this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations between the members with respect to the subject matter of this Agreement. 13. Execution and Approval. The Parties warrant that the officers executing below have been duly authorized to act for and on behalf of the party for the purposes of confirming this Agreement. Common Interest Agreement Page 3 of 4 IN WITNESS WHEJEOF the parties have executed this Agreement through their respective counsel as of this lay of March,2021. SPOKANE UNTY CITY OF SPOKANE VALLEY By: a BY: A -J651,1 rt5 CA.( ace—Pr CITY OF LIBERTY LAKE CITY OF MILLWOOD By: By: Common Interest Agreement Page 4 of 4 IN WITNESS WHE(EOF the parties have executed this Agreement through their respective counsel as of this ntday of March,2021. SPOKANE LINTY CITY OF SPOKANE VALLEY By: BY: a/1 CA-C6et_________ rLJ CA:i NU M a? S CITY OF LIBERTY LAKE CITY OF ILLWOOD ------ By: (Au 1�c�rrw''U°,421-Q- By. Z—g--4 /Ztyardz-�Cristella Kamiliskas. Mayor Kevin M. Freem avor Common Interest Agreement Page 4 of 4