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HomeMy WebLinkAboutRes-2018-102 Interlocal Benton CountyBOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON RESOLUTION NO. 2018 -/t;;}_ RESOLUTION TO AUTHORIZE THE CHAIRMAN'S SIGNATURE ON AN INTERLOCAL COOPERATIVE AGREEMENT BETWEEN KITTITAS COUNTY AND BENTON COUNTY FOR GENERAL EQUIPMENT AND/OR SERVICES THROUGH THE DEPARTMENT OF PUBLIC WORKS WHEREAS: Kittitas County Department of Public Works provides bituminous surface treatment ( chip seal) services to the City of Ellensburg, WA; and WHEREAS: The City of Ellensburg is requesting numerous street cul-de-sacs be chipped sealed this season; and WHEREAS: Revised Code of Washington (39.34) specifically authorizes interlocal agreements between Counties; and WHEREAS: Benton County has a small oil distributor that Public Works desires renting in order to better deliver chip seal services to the City of Ellensburg, WA; and NOW, THEREFORE BE IT RESOLVED that the Board of County Commissioners, in the best interest of the public, does hereby authorize the Chairman's signature on an Interlocal Cooperative Agreement between Kittitas County and Benton County for General Equipment and/or Services through the Department of Public Works. DATED this 19th day of June, 2018, at Ellensburg, Washington. Attest: ~ lerk of the Board-Julie Kjorsvik BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON ABSENT Laura Osiadacz, Chairman FILED FOR RECORD AT REQUEST OF: Benton County, Washington WHEN RECORDED RETURN TO: Benton County Public Works PO Box 1001 Prosser, WA 99350 INTERLOCAL COOPERATIVE AGREEMENT BETWEEN KITTITAS COUNTY AND BENTON COUNTY FOR GENERAL EQUIPMENT AND/OR SERVICES THROUGH THE DEPARTMENT OF PUBLIC WORKS This agreement is made and entered into by and between Kittitas County (Hereinafter "Kittitas") and Benton County (Hereinafter "Benton"), pursuant to the authority granted by Chapter 39.34 RCW, INTERLOCAL COOPERATION ACT. ARTICLE I PURPOSE 1.01 PURPOSE. The purpose of this Agreement is to set forth the terms and conditions under which Benton, through its Public Works Department, and Kittitas will temporarily provide equipment and/or services to the other party. Neither Benton nor Kittitas are required under this Agreement to provide equipment or services to the other party in the event that the party from whom the equipment or services are sought does not have the equipment or services available, or determines, in its sole discretion, that providing the requested equipment or services would not be in its best interest. No new or separate legal or administrative entity is created by this Agreement. ARTICLE II ADMINISTRATION 2.01 ADMINISTRATOR. 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 lNTERLOCAL AGREEMENT BETWEEN KITTITAS COUNTY AND BENTON COUNTY FOR GENERAL EQUIPMENT AND SERVICES Page l of6 the event such representatives are changed, the party making the change shall notify the other party. 2.02 Kittitas's representative shall be the County Engineer. 2.03 Benton's representative shall be the Public Works Administrator. 2 .04 Requests for rental of equipment or performance of work shall be submitted by the requesting agency to the agency providing the equipment or work in writing. Written requests shall be submitted prior to rental of equipment or performance of work. In the event that circumstances do not permit a written request to be submitted, the representative for the agency providing equipment or work may waive this requirement, providing that a written request, along with an explanation of the circumstances for the waiver, be provided as soon as is practical. ARTICLE III DURATION AND RENEWAL OF AGREEMENT 3.01 DURATION AND RENEWAL. This Agreement shall be effective when executed by both parties and shall continue through December 31, 2022. The obligation to provide compensation for the use of equipment or service provided during the term of this Agreement shall survive this Agreement's termination or expiration. ARTICLE IV COMPENSATION 4.01 COMPENSATION. Both parties hereby agree to reimburse the other for the costs of the work performed or equipment rented, as requested by one agency herein to the other agency herein and shall be based on the actual cost of labor, equipment, plus all costs for fringe benefits to labor, including but not limited to, Social Security, retirement, industrial and medical aid costs, prorated sick leave, holidays and vacation time, and group medical insurance. Also, an additional five percent (5%) of the total costs shall be added for overhead expenses for accounting, billing, and administrative services, after a certified statement of the costs is provided within thirty (30) days of the service or equipment rental. The amount shall be paid within thirty (30) days after billing. ARTICLE V PERFORMANCE OF AGREEMENT 5.01 COMPLIANCE WITH ALL LAWS. Each party shall comply with all federal, state, , and local laws, rules, regulations, and ordinances applicable to the performance of this INTERLOCAL AGREEMENT BETWEEN KITTITAS COUNTY AND BENTON COUNTY FOR GENERAL EQUIPMENT AND SERVICES Page 2 of6 Agreement, including without limitation, all those pertaining to wages and hours, confidentiality, disabilities, and discrimination. 5.02 MAINTENANCE AND AUDIT OF RECORDS. Each party shall maintain books, records, documents, and other materials relevant to its performance under this Agreement. These records shall be subject to inspection, review, and audit by either party or its designee, and the Washington State Auditor's Office. Each party shall retain all such books, records documents, and other material for the applicable retention period under federal and Washington law. 5.03 ON-SITE INSPECTIONS. Either party or its designee may evaluate the performance of this Agreement through on-site inspection to determine whether performance is in compliance with the standards set forth in this Agreement and in compliance with federal, state, and local laws, rules, regulations, and ordinances. 5.04 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. 5.05 .IMPROPER INFLUENCE. Each party agrees, warrants, and represents that it did not and will not employ, retain, or contract with any person or entity on a contingent compensation basis for the purpose of seeking, obtaining, maintaining, or extending this Agreement. Each party agrees, warrants, and represents that no gratuity whatsoever has been or will be offered or conferred with a view towards obtaining, maintaining, or extending this Agreement. 5.06 CONFLICT OF INTEREST. The elected and appointed officials and employees of the parties shall not have any personal interest, direct or indirect, which gives rise to a conflict of interest. 5.07 ASSIGNMENT AND SUBCONTRACTING. No portion of this Agreement may be assigned or subcontracted to any other individual, firm, or entity without the express and prior written approval of both parties authorized representatives. 5.08 NOTICE. Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice to Benton shall be to the Public Works Administrator, P.O. Box 1001, Prosser, Washington 99350; and to the Benton County Commissioners, P.O. Box 190, Prosser, Washington 99350. Notice to Kittitas for all purposes under this Agreement shall be to the County Engineer, 411 N Ruby Street, Suite 1, Ellensburg, Washington, 98926, and the Kittitas County Commissioners, 205 W 5th Avenue, Suite 108, Ellensburg, Washington, 98926. INTERLOCAL AGREEMENT BETWEEN KITTITAS COUNTY AND BENTON COUNTY FOR GENERAL EQUIPMENT AND SERVICES Page 3 of6 ARTICLE VI INDEMNIFICATION 6.01 INDEMNIFICATION. Benton shall indemnify Kittitas, its officers, agents, and employees, from and against any claim, action, judgment, damages, losses and expenses, arising from Kittitas providing equipment or services under this Agreement; provided, to the extent the claim, action, judgment, damages, losses and expenses are caused by intentional acts of or by the concurrent negligence of Kittitas, its officers, agents, or employees, Benton's indemnification obligation hereunder shall be limited to its proportionate share of liability as agreed to by the parties to this Agreement or determined by a court of competent jurisdiction. Kittitas shall indemnify Benton, its officers, agents, and employees, from and against any claim, action, judgment, damages, losses and expenses, arising from Benton providing equipment or services under this Agreement; provided, to the extent the claim, action, judgment, damages, losses and expenses are caused by intentional acts of or by the concurrent negligence of Benton, its officers, agents, or employees, Kittitas indemnification obligation hereunder shall be limited to its proportionate share of liability as agreed to by the parties to this Agreement or determined by a court of competent jurisdiction. ARTICLE VII DISPUTES 7.01 DISPUTE RESOLUTION; GOVERNING LAW; VENUE. In the event of a dispute regarding the enforcement, breach or interpretation of this Agreement, the parties shall first meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7 .04A, as amended, with all parties waiving the right of a jury trial upon de novo review. Venue shall be placed in Benton County, Washington, the laws of the State of Washington shall apply, and each party shall pay its own attorney fees and related costs. Arbitration costs incurred mutually, including but not limited to the cost of an arbitrator, shall be equally shared between the parties. ARTICLE VIII TERMINATION 8.01 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 INTERLOCAL AGREEMENT BETWEEN KITTITAS COUNTY AND BENTON COUNTY FOR GENERAL EQUIPMENT AND SERVICES Page 4 of6 only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. ARTICLE IX GENERAL PROVISIONS 9.01 CHANGES, MODIFICATIO S, AMENDMENT AND WAIVERS. The Agreement may be changed, modified, amended or waived only by written agreement signed by the parties' authorized representatives and adopted by resolution of each party's legislative authority. Any waiver of a term or condition of this Agreement shall apply only to the specific act , occurrence or omission and shall not constitute a waiver as to any other term or condition or future act, occurrence or omission. Waiver or breach of any term or condition of this Agreement shall not be considered a waiver of any prior or subsequent breach. 9.02 ASSIGNMENT. Neither party may assign its rights or delegate its duties under this Agreement, whether by assignment, further subcontract or other means. Any such attempted assignment or delegation shall be void and shall constitute a material breach of this Agreement. 9.03 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 application 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. 9.04 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 parities hereto. 9.05 INTERLOCAL COOPERATION ACT PROVISIONS. All vehicles, equipment, inventory and any improvement thereon or fixtures purchased by Kittitas, shall remain the sole property of Kittitas. All vehicles, equipment, inventory and any improvements thereto and non-fixture improvements to the premises purchased by Benton, shall remain the sole property of Benton. All Kittitas personnel utilized in the fulfillment of this Agreement shall be solely within the supervision, direction and control of Kittitas and shall not be construed as "loan servants" or employees of Benton. No independent special budget or funds are anticipated, nor shall be created without the prior written agreement of the parties. It is not intended that a separate legal entity be established to conduct this cooperative undertaking, nor is the acquiring , holding, or INTERLOCAL AGREEMENT BETWEEN KITTITAS COUNTY AND BENTON COUNTY FOR GENERAL EQUIPMENT AND SERVICES Page 5 of6 disposing of real or personal property other than as specifically provided within the terms of this Agreement. A copy of this Agreement shall be filed with the Benton County Auditor's office or posted on Kittitas's or Benton's website as required by RCW 39.34.040 .. 9.06 EVIDENCE OF AUTHORITY. Upon execution of this Agreement, Kittitas shall provide Benton and Benton shall provide Kittitas with a certified copy of the resolution, ordinance, or other authority to execute this Agreement pursuant to RCW 39.34.030(2), and said documents shall be attached hereto and incorporated herein as Exhibit A (Kittitas) and Exhibit B (Benton). IN WITNESS WHEREOF said parties have caused this Agreement to be signed by the duly authorized officials on the day and year first written above. KITTIT A~ C~TY, WASr INGTON By: &R~D?aQ Chairman ( V I C, f!.,,) Board of County Commissioners ,,,,111111 1111111,, "'''''' :1:'< COM";,,,;, ~' ~~ Attesr::-11.c, ''l,. . ❖ 0 , ,. ' u~.? ~(j •••• •••• t):~ I I"' /~lwznorz. 1t: ~ 3 l ~~i4_e~\~ai ;.::,x -.. ----:' ~ ~ 'Th ·• -.. & ~ ',, I I g \ c{i:'.4·•...... . • ...-~~ ./ Date: w/g / 1, ~u ~••• • • •" ,V ,, f ''1. . 5~\-.: ,.., ,,,,, WP: ,,,,\' '''":l'l,I.! ,1111 1'' . f\pprov ed as to form: Kittitas County Prosecuting Attorney Date : ------ INTERLOCALAGREEMENTBETWEEN KITTITAS COUNTY AND BENTON COUNTY FOR GENERAL EQUIPMENT AND SERVICES Page 6 of6 BENTON COUNTY, WASHINGTON By: ~ AL hairm1ur Board of County Commissioners Attest: (7~~~ Clerk of the Board Date: '7 ,.,-;Q .,, J,o/fj ros ecutin g Attorney Date: b /2, /tY I