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HomeMy WebLinkAbout200709270069 Interlocal Agreement • M2If070011911270IIII6111191 Skagit County Auditor 9/27/2007 Page 1 of 1311:18AM CHICAGO TITLE COMPANY • IQB3037 INTERLOCAL AGREEMENT BETWEEN THE CITY OF ANACORTES AND THE CITY OF SEDRO-WOOLLEY FOR THE SR 20/F& S GRADE ROAD INTERSECTION IMPROVEMENT PROJECT THIS AGREEMENT("Agreement") is made and entered into on this 6)5- day of , 2007, by and between the City of Anacortes, Washington, a Washington Municipal Corporation, (hereinafter referred to as "Anacortes") and the City of Sedro-Woolley, - Washington, a Washington municipal corporation(hereinafter referred to as "Sedro-Woolley"). This Agreement is made pursuant to the authority granted by RCW 39.34 (the Interlocal Cooperation Act). Sedro-Woolley and Anacortes may be individually referred to herein as a "Party", and may be collectively hereinafter referred to as the "Parties". This Agreement shall remain in effect until December 31, 2010, and shall be considered fulfilled prior to that date upon the completion of the conditions stated herein. ACCOMMODATION RECORDING WHEREAS, the City of Anacortes is certified by the Washington State Department of Transportation to inspect, manage, document and otherwise administer Federally Funded construction contracts, and WHEREAS, the City of Sedro-Woolley has Federal Funds for the construction of certain street and highway improvements but is not certified to administer the contracts for the construction projects, and WHEREAS, the City of Sedro-Woolley has asked the City of Anacortes to assist in this project by acting under its Certification Acceptance Agreement for the Sedro-Woolley project, and WHEREAS, this Agreement will formally outline the participation and responsibilities of the Parties in the Project (defined below). IN CONSIDERATION of the following terms and conditions, the Parties mutually agree as follows: ppa tsl as acneod CtChuhissi tcodamogcoeurT irrict loeeun tricfeoosniryrpeaacnnodyrdahci ialcgse I. DETAILED SCOPE OF WORK liability for Its accuracy or validity A. PURPOSE OF AGREEMENT: The purpose of this agreement is to identify the scope an extent of services to be provided by Anacortes to Sedro-Woolley for construction inspection and Page 1 of 13 contract administration of Sedro-Woolley's construction project, SR 20 / F & S GRADE ROAD INTERSECTION IMPROVEMENT PROJECT hereinafter identified as the "project", illustrated on the attached drawing ("Exhibit A"). All terms and conditions of the above referenced Interlocal Agreement shall remain in full force and effect. Anacortes, acting under their Certification of Acceptance Agreement with the Washington State Department of Transportation, shall provide all services necessary to comply with the requirements of the Federal Highway Administration and Washington State Department of Transportation for administration of the construction of Sedro-Woolley's Federally Funded construction project identified herein. B. STANDARDS AND REFERENCES: Anacortes will inspect and administer the project construction in accordance with the rules, regulations and procedures as required by the Federal Highway Administration (FHWA), Washington State Department of Transportation (WSDOT) and the laws of the State of Washington. In general these rules, regulations and procedures are documented in the following publications. The latest editions of these publications shall he used: • Local Agency Guidelines (M 36-63), Latest Revision, published by WSDOT Highways and Local Programs (LAG Manual). • Standard Specifications, for Road, Bridge, and Municipal Construction, Latest English Edition, published by WSDOT. • Design Manual (M 22-01), Latest Revision, published by WSDOT. • Construction Manual (M 41-01), Latest Revision, published by WSDOT. • Standard Plans for Roads, Bridge, and Municipal Construction, (M21-01) • Plans Preparation Manual, (M22-31). C. REIMBURSEMENT OF COSTS SEDRO-WOOLLEY: Sedro-Woolley shall reimburse Anacortes for all costs of direct and indirect labor (including fringe benefits), administration, equipment rental, engineering, materials and supplies for Anacortes performed pursuant to this agreement. The total amount of reimbursement for work covered shall be limited to an amount not exceeding ten percent of the total construction cost for the project, unless otherwise agreed to by both parties under an amendment to this agreement. Additionally, the City of Sedro-Woolley has authorized Reichhardt & Ebe Engineering, Inc., to perform tasks included in this scope of work for the benefit of the City of Anacortes, to be billed directly to the City of Sedro-Woolley. This task order is attached hereto as Exhibit B. The parties agree that the City of Anacortes shall have all necessary authority to task, direct and manage the performance of the task order with Reichhardt & Ebe Engineering, Inc. II. DETAILED RELATIONSHIPS, SERVICES AND PRODUCTS A. PROJECT DOCUMENTATION: Unless specifically noted otherwise,Anacortes shall maintain original copies of all project documentation in their project files. Duplicate copies shall Page 2 of 13 111114110P1101 0 0 9 6 Skagit County Auditor be transmitted to Sedro-Woolley's project manager as indicated below. After the project has been completed, and has received Project Management Review, if required by WSDOT, all project documentation files maintained by Anacortes shall be returned to Sedro-Woolley. B. MANAGEMENT COORDINATION: Anacortes and Sedro-Woolley shall, by exchange of letters, identify the key management personnel with responsibility for the project. C. PROJECT DESIGN: Sedro-Woolley shall be solely responsible for the conceptual and physical design of the project, and the specification of all construction and materials to be incorporated into the project. D. PLAN REVIEW: Anacortes shall perform a detailed review of the Plans, Specifications and Estimates (P, S & E) for the project to the extent that the P, S & E conforms to the requirements of FHWA and WSDOT. Sedro-Woolley will be provided with a written listing of all discrepancies discovered by the Anacortes during the review. Sedro-Woolley shall be responsible for correcting, or causing the discrepancies to be corrected. E. CONTRACT REVIEW: Sedro-Woolley shall be responsible to ensure that the contract provisions are acceptable to Sedro-Woolley's governing body, including review and acceptance by Sedro-Woolley's Legal Counsel. Sedro-Woolley shall provide written verification to Anacortes that the contract documents are acceptable to Sedro-Woolley, and that Anacortes is authorized to proceed with Advertising for bids. F. ENVIRONMENTAL REVIEW: Sedro-Woolley shall be responsible for ensuring that all required environmental reviews have been completed. Sedro-Woolley shall also be responsible for preparing and submitting the Local Agency Environmental Classification Summary to WSDOT for approval. C. PERMITS: Sedro-Woolley will verify that it has applied for, and received all necessary permits, and will provide copies of all permits to Anacortes. Anacortes will insure that all permits received from Sedro-Woolley are currently in force, and will make application for time extensions of permits that have expired. Sedro-Woolley shall be promptly notified in the event that an expired permit will not be renewed, or that permit conditions have changed. Sedro- Woolley shall be responsible for making any plan revisions necessary to comply with changed permit conditions. H. RIGHT OF WAY CERTIFICATION: Sedro-Woolley has acquired or will acquire all necessary right of way for the project, and will be responsible for obtaining the Right of Way Certification from WSDOT. I. FEDERAL AID AGREEMENT/ FUND OBLIGATION: Sedro-Woolley will he responsible for Obligating Federal Aid Construction Funds through WSDOT by executing the appropriate Local Agency Agreement and/or Supplement thereto. Page 3 of 13 iIriI11 2 6 0 0 9 2 7 0 0 6 9 IIUhIiI III Skagit County Auditor 9/27/2007 Page 3 of 1311:18AM J. CONSTRUCTION AUTHORIZATION: Anacortes will transmit a request for Construction Authorization to WSDOT along with the required number of copies of the project P, S & E. A copy of this request will be transmitted to Sedro-Woolley. K. PREVAILING WAGES,TRAINING, EQUAL EMPLOYMENT OPPORTUNITY AND MINORITY BUSINESS ENTERPRISES: Anacortes will be responsible for ensuring contractor compliance with these regulations. Compliance will be documented in accordance with the provisions of the LAG and Construction Manuals. Anacortes will review the project P, S & E to ensure that all necessary contract provisions are included in the Contract Documents. The contractor and all subcontractors, will be required to submit a "Notice of Intent to Pay Prevailing Wages" to the Washington State Department of Labor and Industries naming Sedro- Woolley as the Contracting Agency. The approved Notice should be returned by Labor and Industries to Sedro-Woolley. Sedro-Woolley shall immediately notify Anacortes if the approved Notice of Intent is not received by Sedro-Woolley prior to application by the contractor for the first progress payment. Copies of the returned Notices of Intent shall be provided to Anacortes by Sedro-Woolley. L. REPRODUCTION OF P, S &E: Sedro-Woolley will be responsible for reproducing the necessary number of the Plans Specifications and Estimates for the project. M. ADVERTISEMENT FOR BIDS: Once Construction Authorization is received from WSDOT,Anacortes will notify Sedro-Woolley by copy of the authorization. Sedro-Woolley shall then authorize Anacortes in writing to proceed with the advertisement for bids. Upon such authorization Anacortes will establish a bid opening date that provides for a minimum advertisement period of three weeks from the date of the first legal publication as required by the LAG Manual. Anacortes will also arrange for a minimum of two advertisements to be posted in the official legal publication of Sedro-Woolley, as well as the Seattle Daily Journal of Commerce. N. OPENING AND REVIEW OF BIDS: Anacortes and Sedro-Woolley shall mutually agree on the place for receipt and opening of bids. All bids shall be shall be received at the time and place specified in the bid documents and advertisements, and opened and read aloud as required by the LAG Manual. After opening and reading bids,Anacortes shall take custody of the bids and review them for accuracy and completeness as required by the LAG Manual. Anacortes shall also prepare a bid tabulation showing all items of work and the bid amounts for each item, the extended amounts for each item and the total amount of the bid. The bid tabulation shall also contain the Engineer's Estimate in the same manner. A copy of the bid tabulations will be transmitted to Sedro-Woolley and additional copies will be made available for public inspection. O.AWARD OF CONTRACT: Once the bids have been reviewed and tabulated and the lowest responsive bidder has been identified, Anacortes will make a recommendation for award of the contract to the lowest responsive bidder and prepare a resolution for signature by Sedro- Woolley's governing body awarding the contract to the lowest responsive bidder. Sedro-Woolley shall be responsible for submitting the recommendation and resolution to their governing body for approval. The original signed resolution shall be returned to Anacortes for inclusion in the project records. Once the executed award resolution is received by Anacortes,Anacortes will Page 4 of 13 liii II II 1111 200709 0069 Skagit County Auditor Q197/911117 Pangs d nf 1111.1QAMI prepare and transmit to the successful bidder an award letter and three original copies of the agreement for signature by the successful bidder. P. EXECUTION OF CONTRACT, PERFORMANCE BOND AND INSURANCE: Anacortes will request from the successful bidder a performance bond in the full amount of the contract and a certificate of insurance showing Sedro-Woolley and Anacortes as named co- insured. Upon receipt of the signed original agreements, satisfactory performance bond and certificate of insurance, the three original agreements signed by the successful bidder will be forwarded to Sedro-Wool ley for execution by their designated official. Sedro-Woolley shall return two fully executed copies of the original agreement to Anacortes. Anacortes will include one original in the project records and return one original to the contractor. Anacortes will also provide Sedro-Woolley with copies of the Performance Bond and Certificate of Insurance. Q. PRE CONSTRUCTION CONFERENCE: At such time as the agreement has been executed,Anacortes shall schedule a pre-construction conference. Anacortes shall notify all affected parties of the time and place of the conference and invite each party to attend. At a minimum, the invited parties shall include: Anacortes, Sedro-Woolley, Contractor, WSDOT and affected utilities. Anacortes shall conduct the conference in accordance with LAG Manual procedures, and shall take and prepare minutes of the conference for distribution to the parties. R. NOTICE TO PROCEED: At the pre-construction conference Anacortes shall transmit to the contractor a Notice to Proceed establishing the construction start date and computed completion. date. S. MATERIALS CONTROL AND CONTRACT DOCUMENTATION: During the life of the contract,Anacortes shall be responsible for preparing and maintaining all necessary reports, documents, records and estimates in accordance with the requirements of WSDOT as set forth in the WSDOT Construction Manual as modified by the LAG Manual. And shall perform all required quality control inspection and administrative tasks necessary to comply with WSDOT and FHWA requirements. T. CONSTRUCTION SURVEYS: Sedro-Woolley shall obtain all necessary construction surveying required for completion of the project. U. CHANGED CONDITIONS: Changed Conditions shall be defined as Minor and Major. Changed conditions that, in the estimation of Anacortes, will not create additional costs, or that do not affect the engineering principles fundamental to the design shall be considered minor changes. Minor changed conditions will not be immediately reported to Sedro-Woolley, but will be documented in the project records and as-built drawings. Changed Conditions that will result in increased costs, or that require consideration and input from the responsible design engineer shall be considered major changes. Anacortes shall immediately notify Sedro-Woolley of any major changed conditions encountered during construction to obtain direction from Sedro-Woolley and to arrange for design engineer input. P! Page 5 of 13 I0 0 9 2 0 6 L1JJ II Skagit County Auditor 9/27/2007 Page 5 of 1311:18AM Sedro-Woolley shall ensure that they promptly respond to any situations involving major changed conditions in order to avoid delays to the project. V. CHANGE ORDERS: Change Orders will normally be required to address changed conditions. Anacortes representatives with responsibility for the project shall be authorized to execute change orders on behalf of Sedro-Woolley to the extent that the sum of all change orders so executed does not exceed ten percent of the original contract amount. In event that a change order will cause the ten percent limit to be exceeded,Anacortes shall negotiate the change order with the contractor and present the negotiated change order to Sedro-Woolley for authorization. W. INCREASED /DECREASED QUANTITIES: The bid quantities shown on the proposal form for the contract are based on the engineers estimate. The actual quantities used may vary from the estimated quantities.Anacortes shall notify Sedro-Woolley of any increased quantities that exceed ten percent of the estimated quantity, and the reason for the increase. Should any item of work increase or decrease by more than twenty five percent an equitable price adjustment is required. Any such equitable price adjustment shall be made by change order. If an equitable price adjustment is required,Anacortes shall negotiate the price adjustment, prepare the change order and forward the change order to Sedro-Woolley for approval. Notwithstanding the provisions identified under"Change Orders",Anacortes shall not be authorized to approve any change order involving an equitable price adjustment. X. PROGRESS PAYMENTS AND RETAINAGE: Anacortes shall request that the contractor establish a monthly cut off date for pay estimates. This cut off date will normally be established on either the 5th or 20th of the month. Anacortes shall prepare a monthly pay estimate for the contract. The pay estimate shall provide general contract information and information for each item of work regarding the BARS Work Code, contract quantity, quantity for the period, quantity to date, monetary amount for the period and monetary amount to date. The pay estimate will be forwarded to the contractor for approval and signature, and will then be forwarded to Sedro- Woolley for payment. Normally, the contractor approved pay estimate will be forwarded to Sedro-Woolley within ten working days of the established cut-off date. Sedro-Woolley shall be solely responsible for providing timely payment to the contractor for the work performed and for withholding retainage from the payments in the amount and manner as required by Washington State Statutes governing Public Works Contracts. Y. FEDERAL PROGRESS BILLINGS: Sedro-Woolley shall be solely responsible for preparing and submitting Federal progress billings to WSDOT. Z. CONTRACT COMPLETION:Upon a finding by Anacortes that the work is physically complete, the following procedure shall be used: 1)Anacortes will provide a letter to the Contractor notifying the Contractor that the work is Physically Complete, and establishing the date of Physical Completion of the work. The letter will also notify the Contractor that all obligations under the contract must be satisfied in order to make the final payment on the contract. And, that the contractor and all sub-contractors are responsible for submitting their completed "A fa" "--- Page 6 of 13 UMMONN 0IIII 9270069 2 0 0 7 0 Auditor Skagit County 9127l2007 Page 6 of 13 VI Paid" to the Washington State Department of Labor and Industries. Anacortes shall also send a copy of this letter to the Washington State Department of Labor and Industries and to Sedro-Woolley. 2) Within 15 days of the notice of Physical Completion to the Contractor,Anacortes shall notify WSDOT and arrange for final inspection by the Area Engineer. Sedro-Woolley shall be notified of the date of the final inspection and invited to attend. 3) Upon satisfactory final inspection, and receipt by Anacortes of all necessary documentation from the contractor, Anacortes will prepare the Final Pay Estimate and Final Contract Voucher for signature by the contractor, and will forward the signed original Final Pay Estimate and Final Contract Voucher to Sedro-Woolley, along with a letter of Contract Completion for Sedro-Woolley's signature. Sedro-Woolley shall process the final payment as described under "Progress Payments and Retainage", and return the signed Contract Completion Letter to Anacortes, who in turn will forward the letter to the contractor. 4)Anacortes shall also forward a copy of the Completion letter to the Washington State Department of Revenue and request, on behalf of Sedro-Woolley, confirmation that the contractor has paid all necessary sales tax for the project. 5) Sedro-Woolley shall prepare and forward to its governing body a resolution accepting the project for their approval. The resolution should be acted on within 21 calendar of the date of Physical Completion unless the delay is attributable to the contractor failing to provide any necessary documentation in a timely manner. If, at the time set for action on the resolution, there are any known outstanding claims or liens for labor or material against the contract bond or retainage account, action on the resolution shall be postponed until the claims/liens are satisfied. Upon completion of the above process, and provided that there have been no claims or liens made against Contract Bond or Retainage, Sedro-Woolley shall be responsible for releasing the Contract Bond and the Retainage in the time and manner required by Washington State statutes governing Public Works Contracts. Anacortes shall ensure as far as practical that all releases and/or affidavits from the various State Agencies are forwarded directly to Sedro-Woolley. In the event that Sedro-Woolley fails to receive any such releases and/or affidavit, Sedro-Woolley shall notify both Anacortes and the Agency to determine the location of the missing documents. In the event that a claim or lien has been filed against the Contract Bond or Retainage, Anacortes shall assist Sedro-Woolley, as far as practical, with the resolution of the claim or lien. AA. PROJECT MANAGEMENT REVIEW: If selected by WSDOT for Project Management Review,Anacortes shall provide representation and the project rec;;;;IellArtleyat review. Any deficiencies in the project records identified b.-`" --view shall be corrected by Ci)gtet4lci 6 Anacortes. 9/27/20:72ka:Cla Page 7 of 13 7 of 1311:18AM III. MISCELLANEOUS PROVISIONS A. TERMINATION: This Agreement shall remain in effect until the Project is completed and accepted in writing by the Parties or until December 31, 2010. 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 through the date of termination. If this Agreement is terminated by Sedro-Woolley prior to the completion of the terms as outlined herein, Sedro-Woolley shall reimburse Anacortes for any costs incurred or that may be incurred by Anacortes as a result of the Project. B. RIGHT TO REVIEW: This contract is subject to review by the State auditor's office. Sedro-Woolley or its designee shall have the right to review and monitor the financial components of this Project. Such review may include, but is not limited to, on-site inspection by City agents or employees, inspection of all records or other materials, which Sedro-Woolley deems pertinent to the Agreement and its performance. Anacortes shall preserve and maintain all financial records and records relating to this Project under this Agreement, and shall make them available for such review, within Skagit County, State of Washington, upon request. C. MODIFICATIONS: This Agreement may be modified, changed, or amended only by a subsequent written agreement executed by the Parties hereto. D. DEFENSE AND INDEMNITY AGREEMENT: Each Party agrees to defend, indemnify and save harmless the other Party, and its appointed and elective officers and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands on the other Party, its elected or appointed officials or employees, for damages because of personal or bodily injury, including death at any time resulting therefrom, when such injury to persons or damage to property is due to the negligence of the Party or of its elected officers and employees. E. INDUSTRIAL INSURANCE WAIVER: With respect to the performance of this Agreement and as to claims against Anacortes, its officers, agents and employees, Sedro-Woolley expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this Agreement extend to any claim brought by or on behalf of any employee of Anacortes. This waiver is mutually negotiated by the parties to this Agreement. With respect to the performance of this Agreement and as to claims against Sedro Woolley, its officers, agents and employees, Anacortes expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this Agreement Page 8 of 13 11120IE710119/m61P Skagit County Auditor 9/27/2007 Pape extend to any claim brought by or on behalf of any employee of Sedro Woolley. This waiver is mutually negotiated by the parties to this Agreement. F. 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 Skagit County. This Agreement shall be governed by the laws of the State of Washington. G. NO SEPARATE LEGAL ENTITY: It is not the intention that a separate legal entity be established to conduct this cooperative undertaking, and no separate legal entity is created by this Agreement. For purposes of RCW 39.34.030(4)(a), the Anacortes City Engineer or designee shall administer the Project. H. SEVERABILITY: If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not effect other tent's, conditions, or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. I. WAIVER: Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. J. NOTICES: All notices, requests, demands and other communications called for or contemplated by this Agreement shall be in writing and shall be deemed to have been duly given by mailing the same by first-class mail, postage prepaid; by delivering the same by hand; or by sending the same by telex or telecopy, to the following addresses, or to such other addresses as the parties may designate by written notice in the manner aforesaid, provided that communications that are mailed shall not be deemed to have been given until three (3) business days after mailing. Any notices to be sent to Sedro-Woolley shall be sent to the following address: City of Sedro-Woolley ATTN: City Supervisor 720 Murdock Sedro-Woolley, WA 98284 (360) 855-0771 Any notices to be sent to Anacortes shall be sent to the following address: City of Anacortes Public Works Department ATTN: City Engineer P.O. Box 547 Anacortes, WA 98221 11S112kiallt t6o INr of I I (360) 293-1919 91311:18AM Page 9 of 13 9/27/2007 Page K. TITLES AND CAPTIONS: The titles and captions to the paragraphs of this Agreement are solely for the convenience of the parties and are not an aid in the interpretation of the instrument. L. 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. M. NO PARTNERSHIP OR JOINT VENTURE: No partnership and/or joint venture exists between Sedro-Woolley and Anacortes, and no partnership and/or joint venture is created by and between Sedro-Woolley and Anacortes 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. N. 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, any agent, contractor, subcontractor, consultant, volunteer, and/or other representative of either party. O. 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. P. 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. If applicable, compliance with laws shall specifically include, but not be limited to, compliance with laws pertaining to the payment of prevailing wage on public works (including, but not necessarily limited to RCW 39.12). If applicable, compliance with laws shall also specifically include, but not be limited to, compliance with laws for the procurement of contracts for architectural and engineering services (including, but not necessarily limited to RCW 39.80). If applicable, compliance with laws shall also specifically include, but not be limited to laws pertaining to the construction of public works (including, but not necessarily limited to RCW 39.04 and RCW 36.32). If necessary, the parties shall obtain and comply with all necessary permits and approvals from all applicable jurisdictions prior to commencing any work related to this Agreement. Q. ASSIGNMENT AND SUBCONTRACTING: To the extent provided by law, .and by the terms of any applicable grants, Anacortes may assign, contract, and/or subcontract any or all of its duties and/or obligations under this Agreement, without the consent of Sedro Woolley R. USE OF DOCUMENTS AND ITEMS PRODUCED: Both Parties shall have the unencumbered proprietary right to use any and all 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. Page 10 of 13 1007M 1111## Skagit County Augit6or 9/27/2007 Page 10 of 1311:18AM S. ENTIRE AGREEMENT: This written Agreement represents the entire Agreement between the parties and supersedes any prior oral statements, discussions, or understandings between 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. IN WITNESS WHEREOF, the parties have executed this Agreement this(9 day of , 2007. CITY OF SEDRO-WOOLLEY CITY OFANACORTES Mcyjk_ e Andn, ayor Dean Maxwell, M yor Date signed: . �=3 , 2007 Date signed: 9 �t y , 2007 Attest: Attest: Sedro oolley City Clerk Anacortes City Cler Approved as to Form: Approved as to Form: 4L7A—<-A- Sedro-Woolley City Attorney Anacortes City Attorney I�dIII�IINII�f II 1lIII1�INIl�� IIIIu�IN�l11lll�l�l Pagellofl3 2 © ©92 0069 Skagit County Auditor 9/27/2007 Page 11 of 1311:18AM STAFF,OF WASHINGTON ) ) SS COUNTY OF SKAGIT On this day of alt,c4;2007, before me, the undersigned Notary Public in and for the State of Washington;duly commissioned and sworn, personally appeared Mike Anderson, to me known to be the Mayor of Sedro-Woolley, a municipal corporation, the corporation that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were duly authorized to execute the same and that the seal affixed is the corporate seal of said corporation. DATED thiday,Qf A.L.s.Q75t4.A..1—, 2007. `9$: OgAf.4%., CAC) ( AAA Notary Public for the State of Washington I Print name:C `5Etn,e 20C19 Residing at <-55f-42.5t4- d) -2 My commission expires 7 7'24 C9' OF ‘NP5‘. STATE OF WASHINGTON ) ) SS COUNTY OF SKAGIT On this .,-2(-40-) day of ar6 , 2007, before me, the undersigned Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Dean Maxwell, to me known to be the Mayor of Anacortes, a municipal corporation, the corporation that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were duly authorized to execute the same and that the seal affixed is the corporate seal of said corporation. DAIED thisc-2-4day of , 2007. NNN\Z s°.------ Notary Public for the State Washington N-.400N Etp;;;• NOW c.)• Print name: Cp.( 0 1 ()NARY Residing at --;L\k-\a riz--412grompilt pu130- My commission --- jcanci 9/27/20:71(Z:1.e -19`9••••-kMB EA 9 • Co ° 6 9 LIMY Auditor Page 12 of 13 12 of 1311:18AM volANSI V 4ICISTV 1P 1HLJIfl!jt� 13G � �IR 2 0 Skagit County Auditor 9/27/2007 Page 13 of 1311:18AM Page} of 13