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Home My WebLink AboutC20140648 Interlocal Agreement SKAGIT COUNTY Contract# C20140648 Page 1 of 5 INTERLOCAL COOPERATIVE AGREEMENT BETWEEN CITY OF ANACORTES AND SKAGIT COUNTY THIS AGREEMENT ("Agreement") is made and entered into by and between CITY OF ANACORTES ("Second Party") 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 Second Party and the County may be individually referred to herein as a "party", and may be collectively referred to herein as the "parties". In consideration of the following, the parties mutually agree as follows: 1. PURPOSE: The County will perform work, provide materials, and provide the use of County equipment operated by a County operator, for work for the Second Party as requested, to be reimbursed to the County at the actual cost incurred by the County for said work, materials, and equipment rentals, including, but not limited to maintenance repairs and the use of County equipment by a County operator. 1.1 In the event that the Second Party shall use any equipment owned by the County pursuant to this Agreement, the Second Party agrees that any user and/or operator of such equipment shall be a Skagit County operator properly trained and/or certified in accordance with applicable law and industry standards, and (to the fullest extent allowed by law) shall further agree to defend, indemnify, and hold harmless the County for all liability, cost, loss, expense, claims, settlements, and/or judgments against the County arising from and/or related to the use and/or operation of the County's equipment by the County on behalf of the Second Party, pursuant to the terms herein. 2. RESPONSIBILITIES: The County and the Second Party in the performance of this Agreement, shall abide by the provisions of RCW 39.34, the terms of this Agreement and/or any other applicable law. 3. TERM OF AGREEMENT: The term of this Agreement shall be from date of mutual execution through December 31, 2019, unless sooner terminated pursuant to the terms herein. 4. MANNER OF FINANCING: The County will perform work, provide materials, and/or the use of County equipment (to be operated by a County operator), for work on the Second Party's facilities upon their request and acceptance by the County, to be reimbursed by Second Party to the County at the actual cost incurred by the County for said work, materials and use of County equipment (and wages for the County operator provided by the County to operate the equipment); and, In addition thereto, nine percent (9%) of the total cost shall be added for overhead costs for accounting, billing, and INTERLOCAL AGREEMENT—City of Anacortes Page 1 of 5 administrative services, provided that the County shall submit to the Second Party a certified statement of the costs, and within thirty (30) days thereafter, Second Party shall pay to the County the amount of said statement. 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 Skagit County Public Works Operations' Division Manager. 5.2 Second Party's representative shall be the City of Anacortes Mayor 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. 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. 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. 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. INTERLOCAL AGREEMENT—City of Anacortes Page 2 of 5 12. 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. 13. COMPLIANCE WITH LAWS AND TERMS OF GRANTS: 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. 14. ASSIGNMENT AND SUBCONTRACTING: Unless otherwise expressly provided herein, no portion of this Agreement may be assigned, contracted, and/or subcontracted to any other individual, firm, company, and/or other entity without the express and prior written approval of the parties. 15. 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. 16. 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. 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 execute this Agreement, 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. GOVERNMENT AGENCY: INTERLOCAL AGREEMENT—City of Anacortes Page 3 of 5 Signature Date /O• /y Print Name &Title of Signatory Mailing Address: (Street address required in addition to P.O. Box) g014 Nreel-- "--P. Bog. 541 ricer w clgaaI (360) - �q o Telephone Number INTERLOCAL AGREEMENT—City of Anacortes Page 4 of 5 DATED this . 1 day ofDec 'i4 ,2014. BOARD OF COUNTY COMMISSIONERS SKAGIT COUNTY,WASHINGTON n esen, Chair Kenneth A. Dahlstedt, Commissioner Attest: Sharon D. Dillon, Commissioner \C (dZ—L mSt.tCG-- Clerk of the Board For contracts under$5,000: Authorization per Resolution R20030146 Recommended: County Administrator Department Head Approved as to for • Deputy oseLi I Attorney Approved as to indemnification: Ris n er Approved as to budget: Budget & Finance Dir or INTERLOCAL AGREEMENT—City of Anacortes Page 5 of 5