22-016.01 Spokane County: Data Processing Services 22-o Ile ,o
INTERLOCAL AGREEMENT BETWEEN SPOKANE COUNTY AND
CITY OF SPOKANE VALLEY
REGARDING DATA PROCESSING APPLICATIONS AND SERVICES
THIS AGREEMENT,(the"Agreement"),made and entered into by and between Spokane
County, a political subdivision of the State of Washington, having offices for the transaction of
business at 1116 West Broadway Avenue, Spokane, Washington 99260 hereinafter referred to as
"COUNTY" and the City of Spokane Valley, a municipal corporation of the State of Washington,
having offices for the transaction of business at 10210 East Sprague Avenue, Spokane Valley,WA
99206,hereinafter referred to as "CITY", hereinafter referred to each individually as a"PARTY"
and collectively as the "PARTIES." The COUNTY and CITY agree as follows:
SECTION NO. 1: RECITALS AND FINDINGS
(a) The Board of County Commissioners of Spokane County, Washington has the care of
County property and the management of county funds and business under Revised
Code of Washington("RCW") 36.32.120(6).
(b) Counties and cities may contract with each other to perform certain functions which
each may legally perform under chapter 39.34 RCW("Interlocal Cooperation Act").
(c) Spokane County has created an Information Technology Department ("ITD") which
provides various data processing applications and services to Spokane County elected
officials and departments.
(d) The City of Spokane Valley desires to contract with Spokane County to obtain through
ITD certain data processing applications and services.
SECTION NO. 2: DEFINITIONS
(a) Agreement: "Agreement" means this Interlocal Agreement between the COUNTY and
CITY regarding certain data processing applications and services.
(b) City: "CITY" means the City of Spokane Valley.
(c) Compensation: "Compensation"means that methodology set forth in Exhibit 2,which
is attached hereto and herein incorporated by this reference, used to establish the
amount of money which the CITY will pay the COUNTY for providing Services.
(d) County: "COUNTY" means Spokane County, Washington.
(e) GIS: "GIS" means Geographic Information System.
(f) ITD: "ITD" means the COUNTY Information Technology Department.
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(g) Services: "Services" means those services identified in Exhibit I, which is attached
hereto and herein incorporated by this reference.
(h) STORMBILL: "STORMBILL" means the application and database used to generate
and manage the CITY's storm water parcel fees.
(i) Uncontrollable Circumstances: "Uncontrollable Circumstances" means the following
events: riots, epidemic, pandemic, acts of God or the public enemy, acts of war, civil
disturbances, insurrections, acts of terrorism, external fires and floods, unusually
severe weather, volcanic eruptions, lightning or earthquakes at or near where the
Services are performed and/or that directly affect providing of such Services, legal
acts of public authorities, public carries, labor disputes, or other circumstances which
cannot be forecast or provided against.
SECTION NO. 3: PURPOSE
The purpose of this Agreement is to reduce to writing the PARTIES' understandings as to the
terms and conditions under which the COUNTY, through the ITD, will provide Services to the
CITY. It is the intent of the PARTIES that Services provided by the COUNTY will be consistent
with the CITY'S Council/Manager form of government provided for in chapter 35A.13 RCW.
SECTION NO. 4: DURATION/WITHDRAWAL
This Agreement shall commence on the last date that the Agreement is executed by the PARTIES
and shall run through 5:00 P.M.PST on December 31,2027,unless one of the PARTIES provides
written notice of termination.
Any PARTY may withdraw at any time from this Agreement for or without cause, for
convenience,or for any reason whatsoever upon a minimum of 180 days written notice as provided
for in Section 7 to the other PARTY.
SECTION NO. 5: COST OF SERVICES AND PAYMENTS
The CITY shall pay the COUNTY the actual costs for Services provided under this Agreement as
set forth in Exhibit 2. Costs set forth in Exhibit 2 are at current rates and are subject to change.
The COUNTY will bill the CITY for the cost of Services monthly or annually as outlined in
Exhibit 2. COUNTY will bill CITY for monthly billings by the 15th of the month for the previous
month. Payments by the CITY shall be due by the 5th day of the following month.
COUNTY will bill the CITY for annual billings on or about January 1st of the calendar year.
Payments by the CITY shall be due by the fifth(5th) day of the following month.
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The COUNTY,at its sole option,may charge interest at a rate of twelve percent(12%)per annum
or the maximum allowable rate by law on any late payment starting and accruing thereafter from
the date of payment due for any amounts past due.
SECTION NO. 6: NOTICE
All notices or other communications given hereunder shall be deemed given on: (1) the day such
notices or other communications are received when sent by personal delivery; or(2) the third day
following the day on which the same have been mailed by first class delivery, postage prepaid
addressed to the COUNTY or the CITY at the address set forth below for such Party, or at such
other address as either Party shall from time-to-time designate by notice in writing to the other
Party:
COUNTY: Spokane County Chief Executive Officer
or his/her authorized representative
1116 West Broadway Avenue
Spokane, Washington 99260
CITY: City of Spokane Valley City Manager or
his/her authorized representative
10210 East Sprague Avenue
Spokane Valley, Washington 99206
ITD ITD
1208 West Broadway Avenue
Spokane, Washington 99260
SECTION NO. 7: RECORDS REVIEW
The COUNTY and CITY shall maintain for three(3)years any billing statements and other similar
business records with respect to this Agreement. Both COUNTY and CITY shall be allowed to
conduct random reviews of the records generated by the COUNTY or CITY in performance of
this Agreement. The COUNTY and CITY shall provide the COUNTY or CITY with reasonable
advance notice of the records reviews. The PARTIES agree that they shall make best efforts to
achieve a resolution of any potential records confidentiality issues, including entering into
confidentiality agreements or other similar mechanisms that will allow disclosure of the necessary
information to accurately conduct a records review.
SECTION NO. 8: COUNTERPARTS
This Agreement may be executed in any number of counterparts,each of which,when so executed
and delivered, shall be an original, but such counterparts shall together constitute but one and the
same.
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SECTION NO. 9: ASSIGNMENT
No PARTY may assign in whole or part its interest in this Agreement without the written approval
of the other PARTY.
SECTION NO. 10: INSURANCE
During the term of the Agreement, the CITY and COUNTY shall each maintain in force at its sole
expense, each insurance coverage with minimum limit noted below:
(1) Workers' Compensation Insurance in compliance with Title 51 RCW, which
requires subject employers to provide workers' compensation coverage for all their
subject workers and Employer's Liability Insurance in the statutory amount;
(2) General Liability Insurance on an occurrence basis,with a combined single limit of
not less than$5,000,000 each occurrence for bodily injury and property damage. It
shall include contractual liability coverage for the indemnity provided under this
Agreement;
(3) Automobile Liability Insurance with a combined single limit, or the equivalent of
not less than $5,000,000 each accident for bodily injury and property damage,
including coverage for owned, hired and non-owned vehicles; and
(4) Professional Liability Insurance with a combined single limit of not less than
$5,000,000 each claim, incident or occurrence. This is to cover damages caused by
the error, omission, or negligent acts related to the professional services to be
provided under this Agreement. The coverage must remain in effect for at least two
years after the Agreement is completed.
Each policy shall be endorsed and the certificate shall reflect that the insurance afforded therein
shall be primary insurance and any insurance or self-insurance carried by the other entity shall be
excess and not contributory insurance to that provided by the other entity
There shall be no cancellation,material change,reduction of limits or intent not to renew the insurance
coverage(s)without 30 days written notice from either entity or their insurer(s)to the other entity.
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As evidence of the insurance coverage required by this Agreement, each entity shall furnish
written evidence of acceptable insurance or Risk Pool liability coverage to the other entity within
30 days of the Agreement becoming effective. If requested, complete copies of commercial
insurance policies or Risk Pool liability coverage documents shall be provided to either entity.
The CITY and COUNTY shall be financially responsible for all pertinent deductibles,self-insured
retentions, and/or self-insurance.
SECTION NO. 11: LIABILITY
The COUNTY shall indemnify, defend, and hold harmless the CITY, its officers, and employees
from all claims, demands, or suits in law or equity arising from the COUNTY's intentional or
negligent acts or breach of its obligations under the Agreement. The COUNTY's duty to
indemnify shall not apply to loss or liability caused solely by the intentional or negligent acts of
the CITY, its officers, and employees.
The CITY shall indemnify, defend, and hold harmless the COUNTY, its officers, and employees
from all claims,demands,or suits in law or equity arising from the CITY's intentional or negligent
acts or breach of its obligations under the Agreement. The CITY's duty to indemnify shall not
apply to loss or liability caused solely by the intentional or negligent acts of the COUNTY, its
officers, and employees.
If the comparative negligence of the PARTIES, their officers, and employees is a cause of such
damage or injury, the liability, loss, cost, or expense shall be shared between the PARTIES in
proportion to their relative degree of negligence and the right of indemnity shall apply to such
proportion.
Where an officer or employee of a PARTY is acting under the direction and control of the other
PARTY, the PARTY directing and controlling the officer or employee in the activity and/or
omission giving rise to liability shall accept all liability for the other PARTY's officer or
employee's negligence.
Each PARTY's duty to indemnify shall survive the termination or expiration of the Agreement.
Each PARTY waives, with respect to the other PARTY only, its immunity under RCW Title 51,
Industrial Insurance and only as necessary to make this indemnity provision enforceable with
respect to claims relating to the death or injury of CITY and/or COUNTY employees acting within
the scope of this Agreement. The PARTIES have specifically negotiated this provision.
SECTION NO. 12: RELATIONSHIP OF THE PARTIES
The PARTIES intend that an independent contractor relationship is created by this Agreement.
The COUNTY shall be an independent contractor and not the agent or employee of the CITY.
The CITY is interested only in the results to be achieved and that the right to control the particular
manner, method, and means in which the COUNTY meets its responsibilities is solely within the
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discretion of the COUNTY. Any and all employees who provide services to the CITY under this
Agreement shall be deemed employees solely of the COUNTY. The COUNTY shall be solely
responsible for the conduct and actions of its own employees under this Agreement and any
liability that may attach thereto. Likewise, no agent, employee, servant, or representative of the
CITY shall be deemed to be an employee, agent, servant, or representative of the COUNTY for
any purpose. Any and all employees acting on behalf of CITY under this Agreement shall be
deemed employees solely of the CITY. The CITY shall be solely responsible for the conduct and
actions of its own employees under this Agreement and any liability that may attach thereto.
SECTION NO. 13: MODIFICATION
This Agreement may be modified in writing only by mutual written agreement of the PARTIES.
SECTION NO. 14: PROPERTY AND EQUIPMENT
The ownership of all property and equipment utilized in conjunction with providing the Services
shall remain with the original owner, unless otherwise specifically and mutually agreed to by the
PARTIES to this Agreement. For the purpose of this section,the terminology "owner" means that
PARTY which paid the full purchase price for the property or equipment.
SECTION NO. 15: ALL WRITINGS CONTAINED HEREIN/BINDING EFFECT
This Agreement contains terms and conditions agreed upon by the PARTIES. The PARTIES
agree that there are no other understandings, oral or otherwise,regarding the subject matter of this
Agreement. No changes or additions to this Agreement shall be valid or binding upon the
PARTIES unless such change or addition is in writing, executed by the PARTIES.
COUNTY and CITY were each represented by their own attorney in drafting this Agreement and
each relied upon the advice of their own attorney. This Agreement was fully negotiated and the
terms herein were either accepted by or independently drafted or revised by the COUNTY and
CITY. Accordingly,this Agreement shall not be construed against the PARTY that undertook the
principal preparation of it, but shall be construed as if both the COUNTY and CITY jointly
prepared this Agreement, and any ambiguity contained herein, if any, shall not be interpreted
against any one PARTY.
This Agreement shall be binding upon the PARTIES hereto, their successors, and assigns.
SECTION NO. 16: DISPUTE RESOLUTION
Except as provided for in Section Nos. 5 and 6, any dispute between the PARTIES which cannot
be resolved between the PARTIES shall be subject to arbitration. Such dispute shall first be
reduced to writing. If the COUNTY CEO and the CITY Manager cannot resolve the dispute, it
shall be submitted to arbitration. The provisions of chapter 7.04A RCW shall be applicable to any
arbitration proceeding.
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•
The COUNTY and the CITY shall have the right to designate one person each to act as an
arbitrator. The two selected arbitrators shall then jointly select a third arbitrator. The decision of
the arbitration panel shall be binding on the PARTIES and shall be subject to judicial review as
provided for in chapter 7.04A RCW. The costs of the arbitration panel shall be equally split
between the PARTIES.
SECTION NO. 17: VENUE STIPULATION
This Agreement has been and shall be construed as having been made and delivered within the
State of Washington and it is mutually understood and agreed by each PARTY that this Agreement
shall be governed by the laws of the State of Washington both as to interpretation and performance.
Any action at law, suit in equity, or judicial proceeding for the enforcement of this Agreement, or
any provision hereto, shall be instituted only in courts of competent jurisdiction within Spokane
County, Washington.
SECTION NO. 18: SEVERABILITY
The PARTIES agree that if any parts,terms,or provisions of this Agreement are held by the courts
to be illegal,the validity of the remaining portions or provisions shall not be affected and the rights
and obligations of the PARTIES shall not be affected in regard to the remainder of the Agreement.
If it should appear that any part, term or provision of this Agreement is in conflict with any
statutory provision of the State of Washington, then the part, term, or provision thereof that may
be in conflict shall be deemed inoperative and null and void insofar as it may be in conflict
therewith and this Agreement shall be deemed to modify to conform to such statutory provision.
SECTION NO. 19: HEADINGS
The section headings appearing in this Agreement have been inserted solely for the purpose of
convenience and ready reference. In no way do they purport to,and shall not be deemed to define,
limit, or extend the scope or intent of the sections to which they pertain.
SECTION No. 20: TIME OF ESSENCE OF AGREEMENT
Time is of the essence of this Agreement and in case either PARTY fails to perform the obligations
on its part to be performed at the time fixed for the performance of the respective obligation by
the terms of this Agreement, the other PARTY may, at its election, hold the other PARTY liable
for all costs and damages caused by such delay.
SECTION NO. 21: UNCONTROLLABLE CIRCUMSTANCES/IMPOSSIBILITY
A delay or interruption in or failure of performance of all or any part of this Agreement resulting
from Uncontrollable Circumstances shall be deemed not a default under this Agreement.
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A delay or interruption in or failure of performance of all or any part of this Agreement resulting
from any change in or new law, order, rule, or regulation of any nature which renders providing
of Services in accordance with the terms of this Agreement legally impossible, and any other
circumstances beyond the control of the COUNTY which render legally impossible the
performance by the COUNTY of its obligations under this Agreement, shall be deemed not a
default under this Agreement.
SECTION NO. 22: FILING
The CITY shall file this Agreement with its City Clerk or alternatively place the Agreement on
the CITY's website. The COUNTY shall file this Agreement with the County Auditor, or,
alternatively, place the Agreement on the COUNTY's website or other electronically retrievable
public source.
SECTION NO. 23: 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 purposes of confirming this Agreement.
SECTION NO. 24: INITIATIVES
The PARTIES recognize that revenue reducing initiative(s) passed by the voters of Washington
may substantially reduce local operating revenue for the CITY, COUNTY, or both PARTIES.
The PARTIES agree that it is necessary to have flexibility to reduce the contracted amount(s) in
this Agreement in response to budget constraints resulting from the passage of revenue reducing
initiative(s). If such an event occurs, the PARTIES agree to negotiate in good faith to achieve a
mutually agreeable resolution in a timely fashion.
SECTION NO. 25. COMPLIANCE WITH LAWS
The PARTIES shall observe all federal, state, and local laws, ordinances, and regulations, to the
extent that they may be applicable to the terms of this Agreement.
SECTION NO. 26: DISCLAIMER
Except as otherwise provided, this Agreement shall not be construed in any manner that would
limit either PARTY's authority or powers under law.
SECTION NO. 27: ASSURANCE
The CITY shall pay the COUNTY the true and full cost of all Services provided under this
Agreement. The intent of the PARTIES is that neither PARTY will subsidize the other and that
the CITY will not subsidize any other jurisdiction that is receiving similar services.
SECTION NO. 28: ANTI-KICKBACK
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No officer or employee of the CITY, having the power or duty to perform an official act or action
related to this Agreement shall have or acquire any interest in the Agreement, or have solicited,
accepted, or granted a present or future gift, favor, service, or other thing of value from or to any
person involved in the Agreement.
SECTION NO. 29: NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement is intended to give, or shall give, whether directly or indirectly, any
benefit or right, greater than that enjoyed by the general public, to third persons.
SECTION NO. 30: SUPERSEDE CLAUSE
Upon the Effective Date of this Agreement, the provisions of this Agreement shall supersede any
presently-existing agreements between the PARTIES regarding the Services set forth herein
including but not limited those documents executed between the PARTIES entitled
"1NTERLOCAL AGREEMENT BETWEEN SPOKANE COUNTY AND CITY OF SPOKANE
VALLEY REGARDING DATA PROCESSING SERVICES (April 2003-December 31, 2004)
executed under COUNTY Resolution No. 03-0367 and CITY Contract No. 003-19 ( approved
April 8, 2003), and INTERLOCAL AGREEMENT BETWEEN SPOKANE COUNTY AND
CITY OF VALLEY REGARDING DATA PROCESSING SERVICES" executed under
COUNTY Resolution No. 04-0473 and by the CITY on May 25, 2004; and the "INTERLOCAL
AGREEMENT FOR DATA PROCESSING APPLICATIONS AND SERVICES TO THE CITY
OF SPOKANE VALLEY"executed by the PARTIES on January 12, 2016.
SECTION NO. 31: CHAPTER 39.34 RCW REQUIRED CLAUSES
A. PURPOSE: see Section No. 3 above.
B. DURATION: see Section No. 4 above.
C. ORGANIZATION OF SEPARATE ENTITY AND ITS POWERS: No new or separate
legal or administrative entity is created to administer the provisions of this Agreement.
D. RESPONSIBILITIES OF THE PARTIES: see provisions above.
E. AGREEMENT TO BE FILED: see Section No. 23 above.
F. FINANCING: Each PARTY shall be responsible for the financing of its contractual
obligations under its normal budgetary process.
G. TERMINATION: see Section No. 4 above.
H. PROPERTY UPON TERMINATION: see Section No. 15 above
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IN WITNESS WHEREOF,the PARTIES have caused this Agreement to be executed on
date and year opposite their respective signatures.
DATED: ? I �� BOARD OF COUNTY COMMISSIONERS
OF SPOKANE COUNTY, WASHINGTON
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e•CpG• oy 1� MARY K Y air
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A 1"1'EST: 'tt‘�4NE co' _-- JOSH KERNS,Vice-Chair
INNA VASQUEZ,Clerk of the Board AL FRENCH,aitift_ Lie121-4<k-t-b
AMBER WALDREF,Commissioner
ciAAfi:Nz I" ,
CHRIS JORDAN, Com •ioner
DATED: I / 1?) I W 2-3 CITY OF SPOKANE VALLEY
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J HOHMAN,City Manager
APPROVED AS TO FORM ONLY:
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Office(fthe Ci ttorney
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EXHIBIT 1
COUNTY will provide the following Services to CITY:
Service 1: Access to the Application known as STORMBILL, Stormwater Application and
Database through the year 2022 and ending February 28, 2023, at 5:00PM PST. The COUNTY
will host a separate database and application instance for the CITY's use, accessed via the
COUNTY's CITRIX portal.
STORMBILL is an application and database used to generate and manage the CITY's storm water
parcel fees. The COUNTY will host both the application and the database for the CITY, and the
CITY will access the application and database via the COUNTY's CITRIX portal through the year
2022 and ending February 28, 2023, at 5:00PM PST.
Service 2: GIS Services
GIS Services will be provided by COUNTY to CITY(billed at standard ITD hourly rates) during
the term of the Agreement, subject to the COUNTY's ability to provide the additional services.
CITY and COUNTY may extend or adjust GIS services and terms as mutually agreed according
to the conditions of the Agreement.
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EXHIBIT 2
Service Rate Billing frequency
STORMBILL Hosting $ 1,260.00 USD per year Annual Billing
and Access via CITRIX*
GIS Services ITD standard billable
rates. Billing rates are
adjusted annually. City
shall be billed for actual
hours worked per month.
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NO. 23 - 0129
BEFORE THE BOARD OF COUNTY COMMISSIONERS
OF SPOKANE COUNTY, WASHINGTON
IN THE MATTER OF THE EXECUTION )
OF AN INTERLOCAL AGREEMENT )
BETWEEN SPOKANE COUNTY AND ) RESOLUTION
CITY OF SPOKANE VALLEY )
REGARDING CERTAIN DATA )
PROCESSING APPLICATIONS AND )
SERVICES )
WHEREAS, pursuant to the Constitution and laws of the State of Washington, Spokane
County, Washington is a class A county duly organized and existing; and
WHEREAS, pursuant to the provisions of the Revised Code of Washington ("RCW")
36.01.030, the powers of Spokane County("County") can only be exercised through the Board of
County Commissioners of Spokane County, Washington ("Board" or "Board of County
Commissioners"); and
WHEREAS, pursuant to the provisions of RCW 36.32.120(6), the Board of County
Commissioners has the care of County property and the management of County funds and
business; and
WHEREAS, pursuant to chapter 39.34 RCW ("Interlocal Corporation Act") counties and
cities may contract with each other to perform certain functions which each may legally perform;
and
WHEREAS,the City of Spokane Valley desires to contract with Spokane County to obtain
through Information Technology Department certain data processing applications and services.
NOW, THEREFORE BE IT HEREBY RESOLVED by the Board of County
Commissioners of Spokane County,Washington,pursuant to the provisions of RCW 36.32.120(6)
and chapter 39.34 RCW, that the chairperson of the Board and/or a majority of the Board be and
are hereby authorized to execute that document entitled "INTERLOCAL AGREEMENT
BETWEEN SPOKANE COUNTY AND CITY OF SPOKANE VALLEY REGARDING DATA
PROCESSING APPLICATIONS AND SERVICES" pursuant to which under certain terms and
conditions Spokane County through its Information Technology Department will provide certain
data processing applications and services to the City of Spokane Valley for a term commencing
on the execution date of this resolution and running through December 31, 2027.
BE IT FURTHER RESOLVED by the Board of County Commissioners of Spokane
County, Washington, that the Board has individually reviewed and considered each any every
recital set forth herein above, and to the extent necessary to support the action herein, does adopt
the same.
Page 1 of 2
PASSED AND ADOPTED this c2/tday of F w L 2023.
BOARD OF COUNTY COMMISSIONERS
OF SPOKANE COUNTY, WASHINGTON
GOMMis ,
;: E cop °oL
( ( L' ). • MARY K , C it
N.IAHE CO' '
ATTEST: ‘""%„r..—
JOSH KERNS, Vice-Chair
Ginna Vasquez, Clerk of th Board AL FRENCH, Commissioner
0.AAAA(3-e/1_
AMBER WALDREF, Commissioner
ce.AAL
(1)
CHRIS JORDAN, missioner
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