2015/01/28 Council Agenda Packet

WASHING T ON STATE TRANSIT INSURANCE POOL I RISK MANAGEMENT IN MOTION a j 2629 12th Court SW I Olympia,WA 98502 I 360.786-1620 I www. stip.org b. The termination of a Member shall not affect the validity of this agreement with respect to the remaining Members. c. Upon termination a Member shall have no further obligations to the Pool nor shall it be entitled to any portion of the Pool's assets or equity; Provided, the terminated Member shall pay all of its pending contributions and assessments. Section 16. Dissolution. a. The Pool and this agreement may be terminated by the written consent of three- fourths of the governing boards of the Members. Upon termination and wind-up, the Pool and this agreement shall continue in effect for the purpose of the winding-up the business and affairs or the Pool, including disposing of all claims, the collection of additional assessments, and the distribution of assets. b. Upon termination or wind-up, the assets of the Pool shall be liquidated. Following the payment of all claims and expenses, each Member shall be entitled to a percentage share of the liquidation fund in that percentage which the total contribution payments by each Member bears to the total contribution payments by all remaining Members made over the life of the Pool. c. Any and all disputes concerning the entitlement to or amount of any refund of excess payments or the distribution of assets shall be resolved by arbitration pursuant to the rules for commercial arbitration of the American Arbitration Association. All Members may participate in the arbitration and shall be bound by the arbitrator's decision. Section 17. Liability Limitation. In the event that any claim against a Member is not covered or exceeds the applicable limits of coverage provided by the Pool, the liability for that obligation lies with the Member. Section 18. No Assignment. Neither the Pool nor any Member may assign any rights, claim, or interest established by this agreement without the consent of the other. Section 19. Mediation. The parties to any dispute between the Pool or its Members concerning this agreement shall seek to resolve it through mediation. Section 20. Litigation. a. Venue for any dispute concerning this agreement may only be laid in the Thurston County Superior Court or the United States District Court for the Western District of Washington. b. The prevailing party in any litigation brought to enforce this agreement shall be entitled to its reasonable attorney's fees and costs. Section 21. Governing Law. This agreement shall be governed by the laws of Washington except for the Washington laws on conflict of laws. Therefore the substantive laws of Washington shall govern in all respects. 15