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Interlocal Agrmt - 01-24-2017 - Interlocal with Wahkiakum County AS=8516 2 . BOCC Agenda Meeting Date : 01 /24/2017 INTERLOCAL AGREEMENT - Cowlitz County and Wahkiakum County Submitted For : Brad Bastin , Public Works Submitted By : Emilie Cochrane , Public Works Department . Public Works i-le:,:.,,,,.:.,,,:,r.,.,o:e,:.,-",.,.,"- r Information Subject and Summary Statement Attached is an Interlocal Agreement between Cowlitz County and Wahkiakum County for the purpose of each agency providing to the other, administrative or engineering services , construction and maintenance services as needed . The total of all services provided from one agency to the other shall not exceed $85 , 000 per calendar year. Will Staff Attend Y / N Yes Dep artment Recommendation It is the recommendation of the Department of Public Works that the Board move to approve the Interlocal Agreement between Cowlitz County and Wahkiakum County . Fiscal Imp act Expenditure Required $ : 851000 Budg et Sufficient Y=N y Amendment Required YlaN . N Source of Funds - Fund/kept. Grant YmN ,, ............................. ......... ........... ...... .......... ...... .......... Attachments Interlocal Agreement ..... AME ........... ............... ....... For Review Inbox Reviewed By Date Truly Paolfili Truly Paollili 01 /17/2017 01 :25 PM Susan Eugenis Susan Eugenis 01 /17/2017 02: 36 PM Brad Bastin Brad Bastin 0 1 /18/2017 11 : 17 AM Clerk of the Board Tiffany Ostreim 01 /18/2017 03: 14 PM Form Started By: Emilie Cochrane Started On : 01 /17/2097 09:28 AM Final Approval Date: 01 /18/2017 INTERLOCAL AGREEMENT BETWEEN COWLITZ COUNTY AND WAHKIAKUM COUNTY This agreement is entered into between Cowlitz County ( County ) and Wahkiakum County (Agency ) pursuant to the Interlocal Cooperation Act, chap ter 39 . 34 RCW . I . PURPOSE The purpose of this agreement is for the County to provide Administrative or Engineering Services, Construction , and Maintenance services to Agency, and fo r Agency to provide Administrative or En9 ineering Services, Construction , and Maintenance services to the County . II . SERVICES The County shall p rovide labor, equipment, and materials for administrative or en9 ineering services, construction , and maintenance of roads or facilities as requested b y the Agency and to the extent that the County p roviding the service has labor, equipment, and materials available for said service ,, The Agency shall p rovide labor, e quipment, and materials for administrative or engineering services, construction , and maintenance of roads or facilities as requested by the County and to the extent that the Agency providing the service has labor, equipment, and materials available for said service . An authorized signature from the requesting and providing department in each respective agency shall request and approve specific services during a calendary ear in writing . The requests shall describe the services, the timing anticipated for the services, and the maximum dollar amount of the se rvi ces . The tota l of all services provided from one agency to the other shall not exceed $ 85 , 000 . 00 per calendar year . III . COMPENSATION The County and Agency agree tteo compensa the other agenc y at the agency' s actual cost for services rendered including overhead costs at the current rate in use by each agency, not to exceed 20% without written agreement of the agencies . IV . ADMINISTRATION This agreement will be administered by Cowlitz County. No new or separate legal or administrative entitysi created to administer the p rovisions of this Agreement . Each party 1 accepts responsibility for compliance with federal , state, or local laws and regulations ,. V. INDEPENDENT CONTRACTOR The services provided under this agreement are those of an independent contractor ,, Employees of the County are and will remain emplayees of the County . Employees of Agency are and will remain employees of Agency . VI . INDEMNIFICATION The County shall hold harmless, indemnify, and defend Agency, its officers, officials, employees , volunteers and agents solely for third party claims relating to bodily injury, sickness or death , or real or personal property damage or destruction and the loss of use thereof, including costs and attorneys fees in defense thereof, caused by or arising out of the County' s negligence in the performance of its obligations under this ,ag reement . It is further specifically and expressly understood that the indemnification provided herein constitutes the County' s waiver of immunity under industrial insurance, Title 51 RCW, solely for the pur pose of indemnification . This waiver has been mutually negotiated bY the parties . The provisions of this section shall survive the expiration or termination of this Ag reement . The Ag ency shall hold harmless, indemnify, and defend the Count y, its officers, officials, 1p employees, volunteers and agents solely for third party claims relating to bodily injury, sickness or death , or real or personal PProerty damage or destruction and the loss of use thereof, including costs and attorneys fees in defense thereof, caused by or arising out of the Agency' s negligence in the performance of its obligations under this Ag reement . It is further specifically and expressly understood that the indemnification provided herein constitutes the Agency' s waiver of immunity under industrial insurance, Title 51 RCW, solely for the p urpose of indemnification . This waiver has been mutually negotiated by the parties ,. The provisions of this section shall survive the expiration or termination of this Ag reement . Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4 . 24 ,. 115 , then , in the event of liability for damages arising out oonf bdi ly ijury to persons or damage to property caused by or resulting from I e concurrent neglige n ce o f I e Age n cy, its o flp fi ce rs, officials, employees, volunteers and agents , and the County, its offi ce rs, officials, employees, volunteers and agents , then she Agency' s liability, including any duty and cos, o defend , hereunder shall be only to the extent o e Agency' s negligence, and the County' s liability, including any duty and cost to defend , hereunder shalt be only to the extent of the ount s negligence . Vile AMENDMENT The County and Agency may mutually amend this Agreement . Such amendments shall not be binding unless they are in writing and signed by personnel authorized to in the County and Age n cy . 2 V1110 CHOICE OF LAW AND VENUE This agreement will be governed by the laws of the State of Washington , both as to interpretation and performance ,. Any action at law, suit in equity or other judicial 1k P roceeding for the enforcement of this agreement may be instituted only in a court of competent jurisdiction in the State of Washington , County of Cowlitz . Failure of either P a rty to declare any breach or . default bY the other Party immediately upon the occurrence thereof, or delay in taking any action in -connection with , shall not waive such breach or default . Time is of the essence of this Agreement and each and all of its provisions in w hi c h performance is a factor . IX . INTEGRATION CLAUSE This instrument embodies the whole ag reement of the parties . There are no promises, terms, conditions or obligations other than those contained in this ag reement . This ag reement supersedes all previous communications, representations or agreements , either oral or written , between parties . Any provision of this Agreement which is declared invalid or illeg al shall in no way eff ect or invalidate any other provision . In the event either of the parties defaults on the performance of any terms of this Ag reement or either party places the enforcement of this Agreement in the hands of any attorney, or files a lawsuit, each party shall pay all its own attorneys' fees, costs and expenses .. X. TERMINATION CLAUSE This ag reement shall continue until cancelled by either party . Either party may terminate this agreement by delivering notice of termination to the other party at least ninety ( 90 ) days in advance . If this Agreement is so terminated , the terminating party shall be liable only for performance in accordance with the terms of this Ag reernent for p erformance rendered prior to the effective date of termination . XI . PROPERTY AND EQUIPMENT Upon termination or non - renewal of this agreement, all property purchased by the County in furtherance of this agreement shall remain the Property of the County and all property purchased I y Agency in furtherance of this agreement shall remain the roperty of Agency . All prope rty shall be returned to its owner upon termination or nor - renewal of this Agreement . X11a DISPUTES In the .event that a dispute arises under this Agreement, it will be resolved in the following m a n n e r : the County and Agency will each individually appoint one member to a 3 Dispute Board and jointly appoint a third member. The Dispute Board will evaluate the dispute and make a determination of the dispute. The decision of the Dispute Board may be appealed to the Superior Court for de novo review. XIII. RECORDING As provided by RCW 39.34.040,this Agreement shall not take effect unless and until it has (i) been duly executed by both parties, and (ii) either filed or posted in accordance with the respective parties' Interlocal Agreement policies. XIV. TERM This agreement will take effect when executed by the parties, and will remain in effect unless terminated as provided herein. The parties have caused duplicate originals of this Agreement to be executed on the day and year the last signature hereto is affixed. BOARD OF COUNTY COMMISSIONERS BOARD OF COUNTY COMMISSIONERS WAHKIAKUM COUNTY OF COWLITZ COUNTY,WASHINGTON oe Chair Chairman Commissioner Commissioner Commissioner Commissioner QO�F COU,yTy -�j ,�. C, CONLITz Dated this 1D day of January, 2017. Dated this,) day of Janu WAS., 017(!Ol)ru7 LL 0 �ACMNGTON ATTEST: ATTEST: I Cler fthe Boar Clerk of he Boa d APPRO A ORM: APPROVED AS TO FORM: _J rosecuting Attorn y/ Deputy Prosecuting Attorney 4