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HomeMy WebLinkAbout22-238-PRK-006 Interlocal Agreement DocuSign Envelope ID:29BAB4BA-D201-45AE-8AD4-7E8A8DD917C3 COA#22-238-PRK-006 SKAGIT COUNTY Contract# C20230088 Page 1 of 6 INTERLOCAL COOPERATIVE AGREEMENT BETWEEN SKAGIT COUNTY AND THE CITY OF ANACORTES THIS AGREEMENT (herein "Agreement") is made and entered into by and between the City of Anacortes, a Washington municipal corporation (herein "City"), and Skagit County, a political subdivision of the State of Washington (herein "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 may be collectively referred to herein as the "parties." In consideration of the following terms and conditions,the parties mutually agree as follows: 1 Purpose: The purpose of this Agreement is to provide partial funding for the City to construct repairs of the recently damaged Tommy Thompson Trestle in Anacortes (herein the "project"). Except as otherwise provided in this Agreement, the County has no involvement in the project, and the project is to be designed, permitted, constructed, implemented, used, maintained, and managed by the as a project of the City (and without involvement of the County), at the cost, expense, and liability of the City. 1.1 While the County has no formal involvement in the project(except as may be expressly provided by terms of this Agreement),the County does(in concept) generally support the goals and purposes of the project,which provides recreational trail use opportunities and non-motorized transportation for the benefit of residents of Skagit County and the general public, with a 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 the result of this project, the County desires to financially contribute towards the actual costs incurred by the City related tothe City's constructing the project. The County is willing to provide matching funds to the City for the such project costs incurred by the City, in a total amount up to and not to exceed ten thousand dollars($10,000), as further described per Section 4, below, pursuant to and subject to the terms of this Agreement. The City is to provide the County with proof of actual project expenses incurred by the City by providing the County copies of invoices paid by the City and/or other supporting documentation and may be reasonably requested by the County. 2 Responsibilities: The parties to this Agreement mutually agree as follows: 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): Interlocal Agreement 11 P a g e DocuSign Envelope ID:29BAB4BA-D201-45AE-8AD4-7E8A8DD917C3 2.1.1 In accordance with and subject to Section 4. of this Agreement,the County shall contribute toward the City's actual cost of the construction of the City's project, in a total amount up to and not to exceed ten thousand dollars($10,000). 2.1.2 Except as may be expressly provided by the terms of this Agreement to the contrary,the County makes no representations or warranties of any kind or of any nature regarding the project, and the County disclaims any interest of involvement in this project. The project is not a County project. The parties agree that except as may be expressly provided by the terms of this Agreement to the contrary, that the County is not responsible or liable for the design, permitting, construction, implementation, use, and/or operation of the project in any way. 2.1.3 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. 2.2 The 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 Except for the County's limited financial contribution to the City's total actual costs for the project in an amount up to and not to exceed ten thousand dollars($10,000), as provided per the terms of this Agreement,the City agrees that it shall be responsible and liable for the design, construction, permitting, implementation, use, maintenance, and/or operation of the project in accordance with the terms of this Agreement, and that the County is not responsible or liable for the design, construction, permitting, implementation, use, maintenance, and/or operation of the project. The City shall provide the County with proof of actual project expenses incurred by the City by providing the County copies of project invoices paid by the City and/or other supporting documentation and may be reasonably requested by the County, prior to or concurrent with any invoice(s) submitted by the City to the County, in accordance with Section 4., below. 3 Term of Agreement: The Agreement shall be effective on the date of mutual execution, and will continue until the construction of the project has been completed by the City, or until December 31, 2026(whichever occurs sooner), unless otherwise terminated pursuant to the terms herein. 4 Manner of Financing: Upon completion of construction of the project by the City,the County shall pay the City a total amount up to and not to exceed ten thousand dollars ($10,000) as matching funds for the actual costs incurred by the City for the City's construction of the project. Upon completion of the project, the City may invoice the County for a total amount up to and not to exceed ten thousand dollars($10,000), as more particularly described herein. Prior to or concurrent with the City submitting such invoice(s) Interloca)Agreement 2 1 P a g e DocuSign Envelope I0:29BAB4BA-D201-45AE-8AD4-7E8A8DD917C3 to the County, the City shall provide the County with proof of actual project expenses incurred by the City(in an amount of at least ten thousand dollars[$10,000]), by providing the County copies of project invoices paid by the City and/or other supporting documentation and may be reasonably requested by the County. In accordance with the terms of this Agreement, the County will reimburse the City for such invoice(s) in the ordinary course of business. Except as provided herein, the City shall be otherwise responsible for funding 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. In the event such representatives are changed, the party making the change shall notify the other party in writing. 5.1 The County's representative shall be the Director of the Parks & Recreation Department, or his/her designee. 5.2 The City's representative shall be the Anacortes Parks & Recreation Director, or his/her designee. 6 Indemnification: Except as specifically provided to the contrary herein,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, employees, and/or volunteers, 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 Agreement except as expressly provided herein. 7 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 6., herein). 8 Treatment of Assets and Property: No fixed assets or personal or real property will be jointly or cooperatively, acquired, held, or used by the parties 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. 9 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. rnterlocal Agreement 3 1 P a g e DocuSign Envelope ID:29BAB4BA-D201-45AE-8AD4-7E8A8DD917C3 10 Changes, Modifications, Amendments and Waivers: The Agreement may be changed, modified, amended or waived only by subsequent written agreement duly 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 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. 13 Use of Documents and Materials Produced: Both parties 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). 14 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 at or in the vicinity of the City's project, the general public, any other organization or entity,or any agent,contractor, subcontractor,consultant,volunteer, or other representative of either party. 15 Compliance with Laws, Permits, and Terms of Grant(s): 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. As necessary, the City shall obtain and comply with all necessary permits and approvals from all applicable jurisdictions prior to commencing any work on the project related to this Agreement. The City shall also comply with all terms and conditions of all grant(s) related to the project, and the City shall be responsible and liable for compliance with all terms and conditions of any project permit(s), approval(s) and/or grant(s)obtained or procured by the City. 16 Termination: Either 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. 17 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. Interlocal Agreement 4 1 P a g e DocuSign Envelope ID:29BAB4BA-D201-45AE-8AD4-7E8A8DD917C3 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. CITY OF ANACORTES Matthew Miller, Mayor Date: 21112023 ATTEST: 1/25/2023 Steven D. Hoglund, Clerk APPROVED AS TO FORM: �ar(4 SWav,a,* 1/30/2023 Darcy 8wetnam, Attorney Interlocal Agreement 5 P a g e DocuSign Envelope ID:39BAB4BA-D201-45AE-8AD4-7E8A8DD917C3 DATED this o2 day of V4.--bt V.Ldxt,� ,2023. BOARD OF COUNTY COMMISSIONERS SKAGI COUNTY,WASSHINNGT1ONN A Roq Wesen, Chair Lisa Janicki, C missioner ABSENT Attest: Peter Browning, Commissioner Clerk of the Board For contracts under$5,000: Authorization per Resolution R20030146 Recommended: County Administrator Department Head Approved as to form: 2/2/23 Civil Deputy-prosecuting Attorney Approved as to indemnification: -&Yulti -&,(" Risk Manager Appr ved as to budget: Budget& Finance Director Interlocal Agreement 6 ( P a g e