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HomeMy WebLinkAboutIL073 Interlocal Agreement CITY OF ANACORTES -CITY OF MOUNT VERNON INTERLOCAL AGREEMENT FOR JOINT PURCHASES THIS INTERLOCAL AGREEMENT made and entered into,pursuant to the Interlocal Cooperation Act, Chapter 39.34 of the Revised Code of Washington, on the 20th day of May , 1999_,by and between the CITY OF ANACORTES, a municipal corporation of the State of Washington(hereinafter referred to as "Anacortes"), and the CITY OF MOUNT VERNON, a municipal corporation of the State of Washington(hereinafter referred to as "Mount Vernon"), WITNESSETH: WHEREAS,the parties hereto desire to establish a procedure to make joint purchases so that each party may acquire goods and/or services upon favorable terms and conditions, and without needlessly duplicating efforts. NOW THEREFORE in consideration of their mutual covenants, conditions and promises, THE PARTIES HERETO DO HEREBY AGREE as follows: 1. SERVICES Anacortes, in contracting for purchase of goods and services for itself, agrees to allow and hereby authorizes the Mount Vernon to place orders for such goods and services under the same contract,to the extent permitted by law and to the extent agreed upon between the parties and vendors. Likewise, Mount Vernon, in contracting for the purchase of goods and services for itself, agrees to allow and hereby authorizes Anacortes to place orders for such goods and services under the same contract, to the extent permitted by law and to the extent agreed upon between the parties and vendors. Any contract for the purchase of goods and services made by Anacortes prior to the execution of this Agreement may be extended to include Mount Vernon with the concurrence of the vendor. Any contract for the purchase of goods and services made by Mount Vernon prior to the execution of this agreement may be extended to include Anacortes with the concurrence of the vendor. 2. PERFORMANCE Neither party shall be responsible to the other party for the perfoiniance, non- performance, or flawed performance of contracts by vendors. 3. TERM OF AGREEMENT FOR SERVICES The term of this shall be from the date hereof, and shall extend until terminated. This may be terminated by either party by giving ten(10) days written notice to the other party, provided that termination shall not affect or impair any joint purchases of the parties that are agreed to on or before the termination. AGREEMENT Page 1 4. INDEMNIFICATION Anacortes shall indemnify and hold Mount Vernon and its agents, employees, and/or officers,harmless from, and shall process and defend at its own expense any and all claims, demands, suits, at law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind or nature, brought against Mount Vernon arising out of, in connection with, or incident to the execution of this Agreement and/or Anacortes's performance or failure to perform any aspect of this Agreement. In addition, Mount Vernon shall indemnify and hold Anacortes and its agents, employees, and/or officers,harmless from, and shall process and defend at its own expense any and all claims, demands, suits, at law or equity, actions,penalties, losses, damages, or costs, of whatsoever kind or nature, brought against Anacortes arising out of, in connection with, or incident to the execution of this Agreement and/or Mount Vernon's performance or failure to perform any aspect of this Agreement. If such claims are caused by or result from the concurrent negligence of Mount Vernon, or its agents, employees, and/or officers, and Anacortes, or its agents, employees, and/or officers, then these indemnity provisions shall be valid and enforceable only to the extent of the negligence of the indemnifying party;provided that nothing herein shall require either party to hold harmless or defend the other party or the other party's agents, employees and/or officers from any claims arising from the sole negligence of the other party, or its agents, employees, and/or officers. By virtue of this provision, the parties shall not be deemed to have waived their immunity pursuant to Title 51 RCW, and nothing contained in this Agreement shall be construed so as to operate as a waiver. 5. COMPLIANCE WITH REGULATIONS AND LAWS The parties shall comply with all applicable rules and regulations pertaining to them in connection with the matters covered herein. It shall be the obligation placing an order for goods or services to be certain that all legal requirements applicable to that party have been met. 6. OTHER SOURCES Each party shall have the right to contract independently for the purchase of any goods or services, and to publish bid specifications that exclude the other party from purchasing goods under any contract awarded pursuant to such bid specifications,provided that this provision shall not be construed so as to impair existing or pending joint purchases by the parties. 7. ASSIGNMENT The parties shall not assign this Agreement or any interest, obligation, or duty therein without the express written consent of the other party. AGREEMENT Page 2 8. ATTORNEYS' FEES If either party shall be required to bring any action to enforce any provision of this Agreement, or shall be required to defend any action brought by the other party with respect to this Agreement, and in the further event that one party shall substantially prevail in such action,the losing party shall, in addition to all other payments required therein, pay all of the prevailing party's reasonable costs in connection with such action, including such sums as the court or courts may adjudge reasonable as attorney's fees in the trial court and in any appellate courts. 9. NOTICES All notices and payments hereunder may be delivered or mailed. If mailed, they shall be sent to the following respective addresses: To Mount Vernon To Anacortes Attn: City Attorney Attn: City Attorney P.O. Box 809 P.O. Box 547 Mount Vernon, WA 98273 Anacortes, WA 98221 or to such other respective addresses as either party hereto may hereafter from time to time designate in writing. All notices and payments mailed by regular post(including first class) shall be deemed to have been given on the second business day following the date of mailing, if properly mailed and addressed.Notices and payments sent by certified or registered mail shall be deemed to have been given on the day next following the date of mailing, if properly mailed and addressed. For all types of mail, the postmark affixed by the United States Postal Service shall be conclusive evidence of the date of mailing. 10. NONDISCRIMINATION Each of the parties, for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that it will comply with pertinent statutes, Executive Orders, and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or the presence of any sensory, mental, or physical handicap be discriminated against or receive discriminatory treatment by reason thereof. 11. MISCELLANEOUS A. All of the covenants, conditions and agreements in this Agreement shall extend to and bind the legal successors and assigns of the parties hereto. B. This Agreement shall be deemed to be made and construed in accordance with the laws of the State of Washington. Jurisdiction and venue for any action arising out of this Agreement shall be in Skagit County, Washington. C. The captions in this Agreement are for convenience only and do not in any way limit or amplify the provisions of this Agreement. AGREEMENT Page 3 D. Unless otherwise specifically provided herein, no separate legal entity is created hereby, as each of the parties is contracting in its capacity as a municipal corporation of the State of Washington. The identity of the parties hereto are as set forth herein above. E. The purpose of this Agreement is to accomplish the objectives of this Agreement. F. Funding of the respective obligations of the parties shall be out of the respective general funds/current expenses of the parties, except as otherwise specifically provided. G. Performance of the duties of the parties provided hereby shall be done in accordance with standard operating procedures and customary practices of the parties. H. No joint oversight and administration board is created hereby. I. If any term or provision of this Agreement, or the application thereof, to any person or circumstance shall,to any extent, be held to be invalid or unenforceable by a final decision of any court having jurisdiction on the matter, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect, unless such court determines that such invalidity or non-enforceability materially interferes with or defeats the purposes hereof, at which time either party shall have the right to terminate the Agreement. L. This Agreement constitutes the entire agreement between the parties. There are no terms, obligations, covenants or conditions other than those contained herein. No modifications or amendments of this Agreement shall be valid or effective unless evidenced by an agreement in writing signed by both parties. M. Copies of this Agreement shall be filed with the Skagit County Auditor's Office by Mount Vernon, and with the respective City Clerk or Finance Director of the parties hereto. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. CITY OF MOUNT VERNON CITY OF ANACORTES ? sy 0007 f By: / By: Its May r: Skye K. Ri endrfer Its Mayor: Dean Maxw _l Approved as to form: Approved as to form: AGREEMENT Page 4 _ \____Wt.,...z Scott G. Thomas, City Attorney Stephen Mansfield, City Attorney M ) owles, Finance Director Filed on: AGREEMENT Page 5