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HomeMy WebLinkAboutIL134 Interlocal Agreement SKAGIT COUNTY LETTER ®IF 'TRANSMITTAL Department of Public Works 1800 Continental Place DATE June 2,2011 Mount Vernon, WA 98273-5625 (360) 336-9400 ATTENTION: RE: Interlocal Cooperative Agreement Between Skagit County and City of Anacortes to FAX (360) 336-9369 accomplish Low Impact Development Demonstration project. TO: City of Anacortes 904 6th Street Anacortes, WA 98221 WE ARE SENDING YOU THE FOLLOWING: COPIES DATE NO. DESCRIPTION 1 June 2,2011 Interlocal Cooperative Agreement Between Skagit County and City of Anacortes to accomplish Low Impact Development Demonstration project. REMARKS: Should you have any questions, please call (360) 336-9400 ext 3148. Thank you. SIGNED: - Samantha Clark, Administrative Assistant COPY TO: File If enclosures are not as noted, kindly notify us at once. INTERLOCAL COOPERATIVE AGREEMENT SKAGIT COUNTY BETWEEN Contract # C20110248 Page 1 of 5 SKAGIT COUNTY AND CITY OF ANACORTES THIS AGREEMENT (herein "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 County and the City may be individually referred to herein as a "party", and collectively referred to herein as the "parties." 1. PURPOSE: To accomplish the Low Impact Development Demonstration project, one of eleven designated 2009-2011 Skagit County Marine Resources Committee (MRC) projects, funded by the Washington Department of Ecology Grant Agreement #1000022 awarded to the County. Specifically, to allow the County to assist the City with the purchase of Low Impact Development ("LID") materials at the Anacortes train depot building adjacent to "R" Avenue (herein the "Project"). While the County has no formal involvement in the Project (except as may be expressly provided by the terms of this Agreement), the County does (in concept) generally support the goals and purposes of the Project as laudable public purposes, with public benefit for the Skagit County community as a whole. As such, subject to the terms of this Agreement, and in, recognition of the public benefit to be received by the overall Skagit County community as a result of the Project, the County desires to contribute the Project, pursuant to and subject to the terms of this Agreement. 2. RESPONSIBILITIES: Pursuant to the terms of the Agreement, the City shall: 2.1 Purchase LID materials for the Project including, but not necessarily limited to: solid bricks that will be used to construct a pervious surface; pervious pavers that will be used to construct a different type of pervious surface; rain barrels that will be used to store rain water for later use; and sign frames to be used for the interpretive signage that will explain the rain garden, barrels, pervious pavers, and other LID components at the Project site. Except as provided to the contrary per the terms of this Agreement, the City agrees that it shall be responsible and liable for the Project, and the City shall perform all work, tasks, and duties arising from and/or related to the Project. 2.2 Provide County with project updates on the design and construction of the LID demonstration Project. 2.3 Provide County with a copy of the final Project design. 2.4 The County shall perform the following duties and obligations pursuant to the INTERLOCAL AGREEMENT Page 1 of 5 terms of this Agreement: 2.5 The County agrees to pay the City a total not-to-exceed amount of seventeen thousand dollars ($17,000) in funds for the actual cost of the purchase of Project materials as incurred by the City (in accordance with Section 4. of this Agreement). 2.6 Unless specifically stated to the contrary in this Agreement, the County is not otherwise obligated to provide any funds, or perform or provide any other services, duties, or responsibilities pursuant to the terms of this Agreement. Aside from the maximum financial contribution in a total not-to-exceed amount of seventeen thousand dollars ($17,000), the County shall not be responsible for the Project in any way. 3. TERM OF AGREEMENT: The term of this Agreement shall be upon mutual execution through June 30, 2011, unless sooner terminated pursuant to the terms herein. 4. MANNER OF FINANCING: The purchase of materials required for Project by City pursuant to this Agreement will be funded by the Grant Agreement #1000022 awarded to the County by the Washington Department of Ecology. Contingent upon the availability and receipt of the aforesaid grant funding, the County agrees to compensate the City for a total amount not- to-exceed seventeen thousand dollars ($17,000), based on invoices submitted by the City and received by June 30, 2011. The County is not obligated to pay, provide, or expend any other funds, and/or provide and/or perform any other services or other duties, unless otherwise specified herein. Upon the request of the County, the City shall provide adequate documentation (as deemed to be sufficient by the County) for any and all amounts billed to the County by the City pursuant to the terms of this Agreement. 4.1 Any and all other cost and expenses associated with and/or related to the Project shall be paid by the City (from City funds and/or from other sources of funds as may be procured by the City) for the Project. 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 Public Works Director, or his designee. 5.2 The City's representative shall be the City of Anacortes Parks Director. 6. TREATMENT OF ASSETS AND PROPERTY: No fixed assets or personal or real property will be jointly or cooperatively held, used, or disposed of pursuant to this Agreement. The City shall own the Project, and the City shall be responsible and liable for the future use, operation, and maintenance of the Project. 7, NO PARTNERSHIP OR JOINT VENTURE: No partnership and/or joint venture exists between the parties, and no partnership and/or joint venture is created by and between the parties by virtue of this Agreement. No agent, employee, contractor, subcontractor, consultant, volunteer, and/or other representative of the parties shall be deemed an agent, employee, contractor, subcontractor, consultant, volunteer, or other representative of the other party. 8. NO THIRD PARTY BENEFICIARIES: This Agreement is not intended to nor does it create INTERLOCALAGREEMENT Page 2 of 5 any third party beneficiary or other rights in any third person or party, including, but not limited to, the general public, property owners and residents at or in the vicinity of the Project, or any other organization or entity, or any agent, contractor, subcontractor, consultant, employee, volunteer, or other representative of any party. 9. 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. 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. 10. 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. 11. 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. 12. 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. 13. 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. 14. STATUS OF AGREEMENT: This Agreement is in addition to, and is not intended to replace, substitute, modify, or otherwise amend any other agreements by and between the parties. Any other agreements by and between the parties shall continue in full force and effect. 15. 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. 16. COMPLIANCE WITH LAWS AND TERMS OF GRANTS: The parties to this Agreement shall comply with the terms of any applicable grant(s), and all applicable federal, state, and local laws, rules, and regulations in carrying out the terms and conditions of this Agreement. 17. ASSIGNMENT AND SUBCONTRACTING: Unless otherwise expressly provided herein, no portion of this Agreement may be assigned, contracted, and/or subcontracted to any other INTERLOCAL AGREEMENT Page 3 of 5 individual, firm, company, and/or other entity without the express and prior written approval of the County. To the extent provided by law, and by the terms of any applicable grants, the County may assign, contract, and/or subcontract any or all of its duties and/or obligations under this Agreement, without the consent of the City. The City shall be responsible and liable for the performance and completion of any Project work which is agreed to by the County to be assigned, contracted, and/or subcontracted pursuant to the terms herein. 18. VENUE AND CHOICE OF LAW: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of 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. 19. 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. 20. 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, and that they enter into this Agreement with full knowledge of its terms. The parties have entered into this Agreement without duress or undue influence. CITY OF ANACORTES: !. L3414 % & H. Dean Maxwell ' Mayor, City of Anacortes Date: S15.?l City of Anacortes 904 6th Street Anacortes, WA 98221 INTERLOCAL AGREEMENT Page4of5 DATED this a day of , 2011. BOARD OF COUNTY COMMISSIONERS SKAGIT COUNTY,WASHINGTON 6;") 1/K-eSeY-N Ron Wesen, Chairman ABSENT Kenneth A. Dahlstedt, Commissioner Attest: Sharon D. Dillon, Commissioner Clerk of the Board For contracts under$5,000: Authorization per Resolution R20030146 Recommended: County Administrator Departure ead Approved as to form: i it De - ro ecuting Attorney Approved as to indemnification: Risk Manager Approved as to budget: ,<L:61151.% Budget& Finance Dir tor INTERLOCAL AGREEMENT Page 5 of 5