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HomeMy WebLinkAbout23-092-PRK-004 Interlocal Agreement DocuSign Envelope ID:8583090A-4D8F-4783-8217-CD4C5260BD8E COA#23-092-PRK-004 INTERLOCAL COOPERATIVE AGREEMENT BETWEEN SKAGIT COUNTY Contract# C20240336 CITY OF ANACORTES Page 1 of 8 AND SKAGIT COUNTY THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Anacortes, a Washington municipal corporation ("City")and Skagit County, a political subdivision of the State of Washington ("County") pursuant to the authority granted by Chapter 39.34 RCW, INTERLOCAL COOPERATION ACT. The City and the County may be individually referred to herein as a "party", and collectively referred to herein as the"parties". RECITALS WHEREAS,the parties are working cooperatively to pursue the Fidalgo Bay trestle Project,which aims to remove the entire riprap causeway from the trestle back to Weaverling Spit. Full removal of the causeway will increase flow and flushing of the system which is intended to improve nearshore habitat. The trestle, including 770 creosote pilings, will also be removed, and replaced with environmentally friendly/non-creosote material. This is a multiple year effort that will impact the local community during removal and subsequent new construction. Community education and outreach in support of this effort will be vital to this Project's success; and WHEREAS, subject to the terms of this Agreement, this Project involves several partners including the City, Skagit Marine Resources Committee (MRC), Washington State Department of Natural Resources, and Samish Indian Nation. The City has funding for a feasibility study to better understand the cost, timing, and permit needs of this Project; and WHEREAS, the Parties are mutually contributing funding and establishing the respective responsibilities of the Parties concerning the Project work to be performed by the City (including to develop a conceptual Project) design, subject to the terms of this Agreement. AGREEMENT The parties agree that the mutual benefit provided by the terms of this Agreement are adequate consideration of this Agreement. 1. PURPOSE: The purpose of this Agreement is to facilitate the County's work with the City, to accomplish work pursuant to Ecology's Grant Agreement No. OTGP-2023-SkCoPW-00006 (Skagit County Contract #C20230032, as amended by A20240039), the "Grant Agreement", for Task 5 Fidalgo Bay Trestle Replacement Phase One (the "Project"). INTERLOCAL AGREEMENT Page 1 of 8 DocuSign Envelope ID:8583090A-4D8F-4783-8217-CD4C5260BD8E 2. RESPONSIBILITIES: The parties to this Agreement mutually agree as follows and as further provided under "Exhibit A" Scope of Work ("Project work"), attached hereto and incorporated by reference. 2.1 The County shall perform the following duties and obligations pursuant to the terms of this Agreement (upon and subject to the following conditions): 2.1.1 The County shall reimburse the City for completed work and services(as described per Section 2.2, below), pursuant to Section 4., below. 2.1.2 The County is not obligated to pay, provide, or expend any funds, and/or provide and/or perform any other services or other duties, unless otherwise specified herein. 2.2 City shall perform the following duties and obligations pursuant to the terms of this Agreement(upon and subject to the following conditions): 2.2.1 City shall perform the project work and services described per the Scope of Work in "Exhibit A", in a timely manner, attached hereto and incorporated by reference (herein the "work and services"). Such project work and services shall be performed to the satisfaction of the County, with County approval not to be unreasonably withheld. City shall be solely and separately responsible and liable for the project work and services performed pursuant to this Agreement. The City shall comply with the terms Task 5 of the Grant Agreement in performing the Project work and services, and the City hereby acknowledges receipt of a complete and correct copy of the Grant Agreement. 2.2.2 Upon completion of the work and services by City the City shall promptly submit invoices to the County for compensation in accordance with Section 4, below. 3. TERM OF AGREEMENT: The term of this Agreement shall be from the date of mutual execution through December 31, 2024, unless sooner terminated pursuant to the terms herein. 4. MANNER OF FINANCING: The County shall reimburse City for satisfactorily completed project work and services, performed as frequently as monthly, upon proper receipt of invoice(s) from City,through the duration of the Agreement as a payment to City for as further described per "Exhibit B" Compensation (attached hereto and incorporated by reference). The total amount to be reimbursed by the County to City pursuant to this Agreement shall not exceed Fifty-Eight Thousand Dollars ($58,000). Upon request by the County, City shall provide reasonable adequate supporting documentation of expenditures for any and all funds provided to City by the County pursuant to the terms of this Agreement. The County is not obligated to pay, provide, or expend any funds, and/or provide and/or perform any other services or other duties, unless otherwise specified herein. 5. ADMINISTRATION: The following individuals are designated as representatives of the respective parties. The representatives shall be responsible for administration of this Agreement and for coordinating and monitoring performance under this Agreement. In the event such representatives are changed, the party making the change shall notify the other party. 5.1 The County's representative shall be the Natural Resources Division Manager of the Skagit County Public Works Department or their designee. 5.2 City's representative shall be the City's Parks and Recreation Director. INTERLOCAL AGREEMENT Page 2 of 8 DocuSign Envelope ID:8583090A-4D8F-4783-8217-CD4C5260BD8E 6. TREATMENT OF ASSETS AND PROPERTY: No fixed assets or personal or real property will be jointly or cooperatively, acquired, held, used, or disposed of pursuant to this Agreement. The City shall be and remain solely and separately liable and responsible for the use, maintenance, design, permitting, construction, repair, replacement, and/or operation of the project and any of the City's other infrastructure and other facilities pursuant to this Agreement. 7. INDEMNIFICATION: Each party agrees to be responsible and assume liability for its own wrongful and/or negligent acts or omissions or those of their officials, officers, agents, or employees to the fullest extent required by law, and further agrees to save, indemnify, defend, and hold the other party harmless from any such liability. It is further provided that no liability shall attach to the County by reason of entering into this contract except as expressly provided herein. 8. LIMITATION OF LIABILITY: Any third party having a claim against the City, however arising, shall have recourse only against the City, and shall have no recourse against the County, its appointed or elected officers, employees, volunteers or its/their assets or credits (subject to the terms of Section 7., herein). 9. TERMINATION: Any party hereto may terminate this Agreement upon thirty (30) days notice in writing either personally delivered or mailed postage-prepaid by certified mail, return receipt requested, to the party's last known address for the purposes of giving notice under this paragraph. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. 10. CHANGES, MODIFICATIONS, AMENDMENTS, AND WAIVERS: The Agreement may be changed, modified, amended or waived only by written agreement executed by the parties hereto. Waiver or breach of any term or condition of this Agreement shall not be considered a waiver of any prior or subsequent breach. 11. SEVERABILITY: In the event any term or condition of this Agreement or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications of this Agreement which can be given effect without the invalid term, condition, or application. To this end the terms and conditions of this Agreement are declared severable. 12. USE OF DOCUMENTS AND MATERIALS PRODUCED: The County shall have the right to use and distribute any and all documents, writings, programs, data, public records or other materials prepared by any party(and/or any party's contractors,consultants,and/or subcontractors), in connection with performance of this Agreement. Unless privileged or otherwise exempt from public disclosure, the parties recognize and agree that any documents and/or materials arising from and/or related to this Agreement may be subject to public disclosure pursuant to applicable law (including RCW 42.56). Copies of all writings, programs, data, public records or other materials prepared by City and/or its consultants or subcontractors, in connection with performance of this Agreement shall (upon request) be provided to the County. 13. NO THIRD PARTY BENEFICIARIES: This Agreement is not intended to nor does it create any third party beneficiary or other rights in any third person or party, including, but not limited to, property owners and/or residents in the vicinity of the work and services to be performed by the INTERLOCAL AGREEMENT Page 3 of 8 DocuSign Envelope ID:8583090A4D8F-4783-8217-CD405260BD8E City, members of the general public, and/or any agent, contractor, subcontractor, consultant, employee, volunteer, or other representative of either party. 14. VENUE AND CHOICE OF LAW: In the event that any litigation should arise concerning this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and for the County of Skagit. This Agreement shall be governed by the laws of the State of Washington. 15. CAPTIONS &COUNTERPARTS: The captions in this Agreement are for convenience and reference only and do not define, limit, or describe the scope or intent of this Agreement. This Agreement may be executed in any number of counterparts,and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement_ 16. COMPLIANCE WITH LAWS: The parties to this Agreement shall comply with all applicable federal, state, and local laws, rules, and regulations in carrying out the terms and conditions of this Agreement. 17. NEUTRAL AUTHORSHIP: Each of the terms and provisions of this Agreement have been reviewed and negotiated, and represents the combined work product of the parties hereto. No presumption or other rules of construction which would interpret the provisions of this Agreement in favor of or against the party preparing the same shall be applicable in connection with the construction or interpretation of any of the provisions of this Agreement. The parties represent that they have had a full and fair opportunity to seek legal advice with respect to the terms of this Agreement and have either done so, or have voluntarily chosen not to do so. The parties represent and warrant that they have fully read this Agreement, that they understand its meaning and effect, that they are duly authorized to enter into this Agreement, and that they enter into this Agreement with full knowledge of its terms. 18. ENTIRE AGREEMENT: This Agreement contains all the terms and conditions agreed upon by the parties. All items incorporated herein by reference are attached. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. INTERLOCAL AGREEMENT Page 4 of 8 DocuSign Envelope ID:8583090A-4D8F-4783-8217-CD4C5260BD8E CITY OF ANACORTES: Matt Miller, Mayor Date: 7/1/2024 ATTEST: stwv.f D. Lb&L�l Steven D. Hoglund, Clerk APPROVED AS TO FORM: Vary SWdy-o* Darcy Swetnam, Attorney INTERLOCAL AGREEMENT Page 5 of 8 DocuSign Envelope ID:8583090A-4D8F-4783-8217-CD4C52606D8E DATED this 2l day of , 2024. BOARD OF COUNTY COMMISSIONERS SKAGIT COUNTY,WASHINGTON Peter Brownin , Ch Lisa Janicki, Commi4 oner M 1-ezz Attest: Ron Wesen, Commissioner S Clerk of the Board For contracts under$5,000: Authorization per Resolution R20030146 Re nd County Administrator Dep m t ead Approved as to form: 7/8/24 Civil Deputy Prosecuting Attorney Approved as to indemnification: &YLO1 "&A" Risk Manager Approved as to budget: Budget& Finance Director INTERLOCAL AGREEMENT Page 6 of 8 DocuSign Envelope ID:8583090A-4D8F-4783-8217-CD4C5260BD8E "Exhibit A" Scope of Work The Fidalgo Bay trestle Project aims to remove the entire riprap causeway from the trestle back to Weaverling Spit. Full removal of the causeway will increase flow and flushing of the system which will improve nearshore habitat. The trestle, including 770 creosote pilings, will also be removed, and replaced with environmentally friendly/non-creosote material. This is a multiple year effort that will impact the local community during removal and subsequent new construction. This first phase of the Project is a feasibility study. Once complete, the City (in consultation with the County)will determine whether to pursue funding for the second phase of this project for the removal of the causeway and replacement of the trestle. Community education and outreach in support of this effort will be vital to this project's success and will involve the collaboration of multiple partners including the City of Anacortes, Skagit Marine Resources Committee (MRC), Washington State Department of Natural Resources, and Samish Indian Nation. The Project work and services to be performed by the City pursuant to this Agreement are more particularly described as follows and is subject to and in accordance with the terms of Task 5 of the Grant Agreement. • The City will conduct project work and services in collaboration with the Skagit MRC in the development of the preliminary conceptual design for the removal of the riprap causeway and the trestle's creosote pilings in Fidalgo Bay. • The City will conduct project work and services in collaboration with the Skagit MRC in the development and dissemination of community outreach information about the project, to help community members understand the benefits of and process for the project and become aware of how they might help including: o Host a booth and share project information at the Skagit MRC's Fidalgo Bay Day event on Saturday, August 24, 2024. o Host and maintain the project web page on the City's website and post project information and updates. o Design, fabricate, and install no more than three (3) interpretive signs in an area agreed upon by the partners. • Produce three (3), sixty (60) second videos regarding various aspects of the project that would be used on social media, websites or at public meetings to educate the public. • The City will host at least three (3) meetings for Skagit MRC and other partners. • The City will provide project updates on a monthly basis, or as often as needed, to the Skagit MRC. Estimated Task 5 Deliverables Due Dates Interpretive Signage 12/27/24 Preliminary Conceptual Design 12/27/24 Educational Videos 12/27/24 Project Web Page 12/27/24 INTERLOCAL AGREEMENT Page 7 of 8 DocuSign Envelope ID:8583090A-4D8F-4783-8217-CD4C5260BD8E "EXHIBIT B" Compensation The total amount of compensation to be provided by the County to City for project work and services rendered pursuant to this Agreement shall not exceed Fifty-Eight Thousand Dollars ($58,000). Such payment shall represent full compensation for all work performed and/or services rendered including, but not limited to, labor, supplies, equipment, and necessary incidentals. Payment Schedule: City may invoice the County monthly. The final invoice for work performed through December 31, 2024, must be submitted by January 15, 2025. City shall provide such supporting documentation for each invoice as the County may reasonably require. The County shall promptly pay each invoice properly submitted by and due City in the ordinary course of business. INTERLOCAL AGREEMENT Page 8 of 8