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HomeMy WebLinkAboutRes-2022-028 InterlocalBOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON REsoLUrroN No. 2022 - (? at AUTHORIZING EXECUTION OF AN INTERLOCAL AGREEMENT WITH THE CITY OF CLE ELUM TO PROVIDE CONTRACT ADMINISTRATION SERVICES AS A CERTIFIED ACCEPTANCE AGENCY WHEREAS: The City of Cle Elum has been awarded Federal Surface Transportation Block Grant (STBG) funds for the First Street Downtown Revitalization - Phase 3B project, (hereinafter referred to as the "Project"); and WHEREAS: The City of Cle Elum desires to utilize these federal funds to undertake the Project; and WHEREAS: The expenditure of federal funds requires the project be designed and administered in accordance with the Washington State Department of Transportation (WSDOT) Local Agency Guidelines, including certification by a Certified Acceptance agency (CA Agency); and WHEREAS: The City of Cle Elum is not presently certified to administer federal aid projects; and WHEREAS: Kittitas County is presently certified to administer federal aid projects; and WHEREAS: WSDOT Local Agency Guidelines provides that a non-certified local agency may enter into agreement with a CA Agency to have the CA Agency perform project development and/or contract administration; and WHEREAS: The accomplishment of the Project is a benefit to the regional transportation system; and WHEREAS: The State Interlocal Cooperation Act, Chapter 39.34 RCW, authorizes cooperative efforts between government entities in the providing of such services; NOW, THEREFORE BE IT RESOLVED that an Interlocal Agreement between Kittitas County and the City of Cle Elum be established to provide project contract administration services in compliance with the WSDOT Local Agency Guidelines. DATED on this 1st day of February 2022, at Ellensburg, Washington. \lllllltl, lttlttil r\l BOARD OF COLINTY COMMISSIONERS KITTITAS Chairman Cory Wright, Brett , WASHINGTON : --l =A-->'--'a TJ U) Board- Julie Kjorsvik Clerk of the Board- Mandy Buchholz J'lu INTERLOCAL AGREEMENT BETWEEN THE CITY OF CLE ELUIVT, WASHINGTON AND KITTITAS COT]NTY, WASEINGTON FOR CERTIFIED ACCEPTAI\CE SERVICES l THIS INTERLOCAL AGREEMENT is mnde and entered into on this 24& Ary ot 'yltluaug,ZD2?by and between Kittitas County, Washington, a Washington municipal i coraoiation, hereinafter refened to as cCountytt, and the City of CIe Elum, Washington, herelnafter referred to as "City", eoch party havlng been duly organized and now exlsting under the laws of the State of \ilashington. Both entities may be referred to in this Agreement collectively as "Prrtiest'or individually as "Part5/'. WITNESSETH: WHERBAS, the City has been awarded Surface Transportation Block Grant (STBG) funds for the City of Cle Elum's X'int Sfteet Downtown Revitrlization - Phase 3B projeot, (hereinafter the t'Project"; and; and WHEREAS, the City desires to utilize these federal firnds to undertalce the Project; and WHEREAS, the expenditure of federal funds requires that the project be designed and administered in accordance with the Washington State Departrnent of Transportation Local Agenoy Guidelines, including certification by a certified acceptance agency (CA agency); and WHEREAS, the City is not presently certifiod to administer federal aid projeots; and WHEREAS, the County is presently ce,rtified to administer fed€ral aid projects; and WIIEREAS, the Local Agency GuidelinEs provides that a noncertified looal agoncy may enter into an agreementwith a CAAgencyto have the CAAgencyperform project development and/or contract administration; and WHEREAS, tle accomplishment of the project is a benefit to the regional transportation system; and WHEREAS, tle State Interlocal Cooperation Act, Chapter 39.34 RCW, authorizes cooperative offorts between govei:rme,nt entities in the pnoviding of zuch services. NOW TUEREF'ORE, in consideration of the above and foregoing recltals, the payments to be mnde, the mutual promises and covemntr herein contained, and for other good rnd valuable consideration, the parties hereto rgree ts followc: ARTICLE I PITRPOSE OFAGREEMENT The purpose of this Agreement is to set forth the terms and conditions under which Kittitas County will certifr that Cle Elum's Project is designod and administered in accordance with the Washington State Department of Transportation's Local Agency Guidelines. Kittitas County and City of Cle Eluu Interlocal Agreement for Certified Acceptance Sewices AGENDA ITEM 11e ARTICLE N DET'INITIONS The Parties hereby agree that the following terms shall have the specified meanings unless indicated otherwise herein: CA shall mean certified accoptance as set forth in the Washington State Department of Transportation's Local Agency Guidelines. Project shall mean the City of Cle Elum's First Street Downtown Revitalization - Phase 38 project. STBG shall mean the Surface Transportation Block Grant (STBG), a federal funding piogram for transportation improvement projects. Local Agency Guidelines shall mean the most current version of the Washington State Department of Transportation's Local Agency Guidelines. ARTICLE trI RESPONSIBILITTES OF' PARTIES 3.1 The County Agrees to;a) Administer and certiff the project for the City in accordance with the Local Agency Guidelines. 3.2 The City Agrees to: a) Prepare all of the project plans, specifications, and estimates in accordance with the Local Agency Guidelines. b) Provide construction inspection services through the City's consultant in accordance with the Local Agency Guidelines. c) Reimburse the County for servises provided by the County on a time and materials basis when billed by the County. 3.3 This Interlocal Agreeme,nt shall be in fulI force and effect when executed by the City and County. ARTICLE Iv ADMINISTR,A.TION AI{D CONTRACT INT'ORMATION 4.1 ADMINISTRATOR: The Public Works Director shall administer this agreement for the County and the City's Public Works Director shall administer this agreement for the Ci1y. Kittitas County and City of Cle Elum Interlocal Agreement for Ceni/ied Acceptanee Sewices 2.t 2.2 2.3 2.4 4.2 AGENDA ITEM 11e CONTACT INFORMATION: The following shall be the Parties' contact persons for administration of this agreement; NAME: TITLE: ADDRESS PHONE: Joshua Fredrickson CountyEngineer 411 N. Ruby St., Suite 1 Ellensburg, WA 98926 s09-962-7523 NAME: TITLE: ADDRESS: PHONE: Mike Engelhart Public Works Director I 19 West First St. Cle Elum, WA98922 549-674-2262 ARTICLE V COMPENSATION The City agrees to reimburse the County for services provided by the County on a time and materials basis when billed by the County, which amount shali not exceed $25,000 without written authorization from tle City of Cle Elum. ARTICLE VI TERM This Agrcement shall enter into full force and effect for five (5) years from January 21,2022 and end January 21,2027 subject to earlier termination as provided by Article VII heroin. ARTICLE VII TERMINATION This agreement may be termination by a writing executed by both Parties and adopted by resolution of each Party's legislative body. Either Party may terminate this Agreement upon thirty (30) days written notice, either personally delivered or mailed postage-prepaid by certified mail, return receipt requested, to the other Party's contact at the address in Article IV and to its legislative body. If this Agreement is so terminated, the Parties shall be liable only forpcrformance rendered or costs incurred in accordance with the terms of this Agreement priorto the effective date of termination. ARTICLE VIN I}ISPUTES 8.1 TIME: Time is of the essence of this Agreement. 8.2 DISPUTE RESOLUTION: kr the event that a dispute arises regarding any matter addressed in or related to this Agreement, the Parties agree first to attempt to resolve such dispute by a telephone call between the contact person$ as provided by Article IV herein of each Part|, or authorized designee(s). If the matter is not resolved by consultation in a lelephone call, the Parties agree that before taking any other action or seeking any remedy, the Parties' contact persons as provided by Article IV herein of each party, or authorized designee(s), will partioipate in a good faith in-person negotiation to resolve any such dispute. Kittitas County and City of Cle Elunt Interlocal Agreement for Certifi.ed Acceptance Services AGENDA ITEM 11e 8.3 GOVERNING LAW AND VENUE: This Agreement shall be govemed exclusively by the laws of the State of Washington, Venue of any action brought to interpret or enforce the terms of this Agreemenl shall be in the Superior Court of Kittitas County, Washington. 8.4 ATTORNEY'S FEES: If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, each Party shall pay its own attomey's fees incu:red in that action, arbitration or Proceeding. ARTICLE D( INDEMNIFICATION Each Party shall defend, indemni$ and hold harmless the other, as well as its officers, agents and employees, from and against any and all claims, demands, losses and liabilities to or by third parties arising from, resulting from, or connected with, services performed or to be performed under this Agreement to the fullest extent permitted by law, whether arising from Agreement liability(ies) or otherwise. This duty to indemniff shall not apply to liability from damages arising out of bodily injury to persoru or damages to the property caused by, or resulting from, the sole negligence of the County, the City, or their respective offtcets, agents, and employees. This duty to indemniff for liability for damages arising out of bodily iqiury to persons or damages to property caused by or resulting from the concurrent negligence of the County's, and the City's agents or employees shall apply only to the extent of negligence of the County's, and the City's agents, employees, subcontractors, and suppliers. Both Parties specifically and expressly waive any immunity that may be granted under the Washington State Industrial Act, Title 51 RCW. Further, the indemnification obligation under this Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation, benefits payable to or by any third party under Worker's Compensation Acts, Disability Benefits Acts, or other employee benefit acts. This duty to defend, indemnifu, and hold harmless shall include all related costs, reasonable attorn€y fees, court costs and related expenses asserted against or incurred by the County, the City, or their respective offrcers, ag€,nts, and employees. The Parties hereby certiff that these indemnification provisions were mutually negotiated and agreed to by the Parties. ARTICLE X PERFORMANCE OF AGREEMENT 10.1 COMPLIANICE IVffH ALL LAWS: Each Party shall comply with all federal, state, and local laws, rules, regulations and ordinances applicable to the performance of this Kittitas County and City of Cle Elum Interlocal Agreement for Certified Acceptance Services AGENDA ITEM 11e Agreement, including without limitatioq all those pertaining to wages and hours, confidentiality, disabilities, and discrimination. 10.2 MAINTENANCE AND AUDIT OF RECORDS: Each Party shall maintain books, records, documents, and other materials relevant to its performance uuder this Agreement. These records shall be subjected to inspection, review and audit by either Parly or its designee, and the Washington State Auditor's Office. Each Party shall retain all such books, records, documents, and other materials for the applioable retention period under fedoral and Washington law. 10.3 ON-SITE INSPECTIONS: Either Party or its designee may evaluate the perfonnance of this Agreement through on-site inspection to determine whether performance is in compliance with the standards set forth in this Agreemeart, and in compliance with federal, state, and local laws, rules, regulations and ordinances. 10.4 TRBATMENT OF ASSETS AND PROPERTY: No fixed assets or personal or real property will be jointly or cooperativelS acquired, hel{ used, or disposed ofpurzuant to this Agreemont. 10.5 IMPROPER INFLUENCE: Each Party agrees, warrants and represents that it did not and will not employ, retain or conhact with any person or entity on a contingent compensation basis for the purpose of seeking, obtaining, maintaining, or extending this Agreement. Each Party agreesn warrantso and represents that no gratuity whatsoever has been or will be offered or conferred with a view towards obtaining, maiataining, or extending this Agreement. 10.6 CONFLICT OF INTEREST: The elected and appointed offrcial and employees of the Parties shall not have any personal interest, direct or indirect, in this Agreement which gives rise to a conllict of interest. t0,7 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. 10.8 NOTICE: Subject to the requirements of any applicable statute, any notices required or permitted by law or under this Agreement shall be in writing and shall be (i) personally delivered" or (ii) sent by first class certified or registered mail, return receipt requested, with postage prepai{ or (iii) dispatched by facsimile transmission (accompanied with reasonable evidence of receipt transmission and with a confirmatiou copy mailed no later than the day after hansmission) to the Parties' addresses set forth in Article IV. ARTICLE )il GENERAL PROVISIONS 11.1 CHANGES, MODIFICATIONS, AMENDMENTS AND WAIVERS: The Agreement may be pfoanged, modified, arnendedo or waived only by written agr€ement signed by the Parties and adopted by resolution of each Party's legislative authority. Any waiver of a term or condition ofthis Agreement shall apply only to Kittitas County and City of Cle Elum Interloeal Agreement for Certitied Acceptance Serviees AGENDA ITEM 11e the specific act, occunence or omission and shall not constitute a waiver as to any other term or condition or future act, occurrence, or omission. Waiver of breach of any term or condition of this Agreement shall not be considered a waiver of any prior or subsequent breach. ll.2 ASSIGNMENT: Neither Party may assign its rights or delegate its duties under this Agreement, whettrer 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. 11.3 SEYERABILITY: In the event any tenn or condition of this Agreement or application thereof of any person or circumstances is held invalid, such invalidity shall not affect otherterms, conditionsi 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. II.4 ENTIRE AGREEMENT: This Agreement contains all the terms and conditions agreed upon by the Parties. This Agreement may be executed simultaneously or in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The recitals to this Agreement are incorporate by reference and are part of the Agrcement. 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. 11.5 FILING: Pursuant to RCW 39.34.040, this Agreement shall be posted on the County's website. 11.6 HEADINGS: The headings of sections and paragraphs of this Agreement are for convenience ofreference only and are nol intended to restrict, affect or to be ofany weight in the iuterpretation or construction of the provisions of such sections or paragraphs. 1I.7 SAVINGS CLAUSE: Nothing in this Agreement shall be construed so as to require the commission of any such act contrary to law, and wherever there is any conflict between any provisions of this Agreement and any statuten law, public regulation or ordinance, thE latter shall prevail, but in such event, the provisions of this Agreement affected shall be curtailed and limited only the extent necessary to bring it within legal requirements. I 1.8 INTERPRETATION: This Agreement has been submitted to the scrutiny of all Parties and their counsel, ifdesired, and it shall be given a fair and reasonable interpretation in accordance with its words, without consideration or weight given to its being drafted by any Party or its counsel. No stricter construction or interpretation of the temrs hereof shall be applied against any Party as the drafter hereof. All words used in the singular shall include the plural; the present tense shall include the future tense; and the masculine gender shall include the feminine and neuter gender. Kittitqs County and City of Cle Elum Interlocal Agreement for Certifi.ed Acceptance Servicet ADoPTED rws *l'L uv ADOPTED IHIS DAY OF Kittibs County and Cily of Cle Elwn Interlocal Agrement for Certfieil Accqnnce Services (rb,u^ro* ) BOARD OF COT]NTY COMMISSIONERS AGENDA ITEM 1le WASHINGTON Commissioner '1ollfx"*'2022 cory CITY OF CLE ELUM ATTEST: 'a^, City tr Julie $orsvik Board- MandyBuchholz