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Interlocal Agrmt - 09-19-2017 - Interlocal with City of Longview for Bridge Inspection RESOLUTION NO. 2233 - EXHIBIT A INTERLOCAL AGREEMENT BETWEEN COWLITZ COUNTY AND CITY OF LONGVIEW Bridge Inspection Services THIS AGREEMENT is entered into by and between COWLITZ COUNTY, Washington, thereinafter cabled the COUNTY), and the CITY OF LONGVIEW, Washington,, a municipal corporation duly organized pursuant to the laws of Washington, ( hereinafter called the CITY) . WHEREAS, the CITY does not have adequate personnel or equipment available to complete the following work within their municipal boundaries; and WHEREAS, the COUNTY has the necessary personnel and equipment and is wining to do said work in consideration of the mutual covenants and agreements herein contained and pursuant to RCW 35 . 77; RCW 47 . 24; or RCW 39. 34, as applicable . NOW THEREFORE, IT IS COVENANTED AND AGREED as follows : 'I . PURPOSE The purpose of this agreement is for the COUNTY to provide bridge inspection services to the CITY, as set forth in this agreement. z. SERVICES The COUNTY., either through its employees or through qualified contractors, seal provide bridge inspection services to the same standards as provided by the COUNTY in its unincorporated areas . The bridge inspection services shall be in conformance with the current edition of the Washington State Bridge Inspection Manual, or as later amended, as well as all applicable standards set forth by the Washington State Department of Transportation and the Federal Highways Administration . There is no guarantee the work will meet the satisfaction of the CITY, nor that work deemed unsatisfactory by CITY will be redone without additional compensation to the COUNTY. The COUNTY charges no profit to cover guarantees and does not have total control over traffic, soils, weather, and other factors that might affect the work. The fallowing services are excluded from this agreement : underwater, under bridge inspection truck, fracture critical and other high cost inspection services. The COUNTY shall not proceed with any work under this agreement without a written Notice to Proceed from the CITY identifying the Scope of Work to be performed . 3. COMPENSATION The CITY hereby agrees to reimburse the COUNTY for the costs of the work performed by the COUNTY and its workers, based on the actual cosh of services rendered including overhead . These costs shall include, but not be limited to labor, fringe benefits,, indirect costs, equipment renal, and materials used in the canstruction, repair, or maintenance work involved . The COUNTY shall submit to the CITY, a statement of the costs incurred in performance of the work, and within thirty (30) days thereafter. the CITY shall pay to the COUNTY the amount of the statement. 4. ADMINISTRATION This agreement will be administered by Cowlitz COUNTY. Both parties agree that in the performance of this contract they shall comply with the provisions of RCM! 35 .77, RCW 47 . 24, or RCW 39 .34, if applicable . The COUNTY shall not be responsible for assuring that a request for work complies with bidding laws, and other Federal, Stake and local regulations governing the performance of such work. The COUNTY assumes that any request for work is lawful and assumes no liability should there be irregularities or illegalities in the request for work. 5. INDEPENDENT CONTRACTOR The services provided under this agreement are those of an independent contractor. Employees of the COUNTY are and will remain employees of the COUNTY. Employees of the CITY are and will remain employees of the CITY. G. INDEMNIFICATION Each party shall defend, protest and hold harmless the other party from and against all claims, suits and/or other actions arising from any negligent or intentional act or omission of that party's employees, agents and/or authorized subcontractor(s) while performing this contract. Na liability shall attach to either party by reason of entering into this agreement, except as expressly provided herein . Each party to this agreement shall be responsible for the negligence of its officers, employees, and agents in the performance of this agreement. With respect to the performance of this agreement and as to claims arising hereunder, each party expressly wanes its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, as now or hereafter amended, forinjuries to its employees and agrees that the statutory right of each party to contribution as provided in RCW 4. 22. 040 shall extend to any Maim brought by or on behalf of any employee of the other party. This waiver is mutually negotiated by the parties to this agreement, and is made specifically for application in connection with an action brought by one of the parties to enforce its right to contribution, notwithstanding the provisions of RCW 4. 22. 070 as applicable in a claimant's original acfiivn . Page 2 of 4 7. AMENDMENT The COUNTY and the CITY may mutually amend this Agreement . Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind the COUNTY and the CITY. 8. ASSIGNMENT It is understood and agreed between the parties that this agreement cannot be assigned, transferred or any portion subcontracted hereunder by the COUNTY without the prior written permissIP ion of the Beard of County Commissioners of Cowlitz County, Washington, or its designee, and the CITY. 9. THIRD PARTY BENEFIT This agreement is intended for the benefit of the parties and is not intended to create third party beneficiaries. 10,, CHOICE OF LAW AND VENUE This agreement will be governed by the laws of the Stake of Washington, both as to interpretation and performance . Any action at law, suit in equity or other judicial proceeding for the enforcement of this agreement may be instituted only in a court of competent j urisdiction in the State of Washington, County of Cowlitz . 11 . INTEGRATION CLAUSE This instrument embodies the whole agreement of the parties. There are no promises, terms, conditions or obligation other than those contained in this agreement . This agreement supersedes all previous communications, representations or agreements, either oral or written, between parties. 12., TERMINATION CLAUSE This agreement may be cancelled by either party by giving the other party at least thirty (30) days advance written notice . If this Agreement is so terminated, the terminating party shall be liable only for performance in accordance with the terms of this Agreement for performance rendered prior to the effective date of termination . All incurred costs as specified in Section 2 of this AGREEMENT shah be reimbursed to the COUNTY. 13. PROPE Y ANC 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 Page 3 of 4 purchased by the CITY in furtherance of this agreement shall remain the property of the CITY. All property shall be returned to its owner upon termination or non-renewal of this Agreement. 14. DISPUTES In the event that a dispute arises under this Agreement, it will be resolved in the following manner: The CITY and the COUNTY will each individually appoint one member to a Dispute Board and jointly appoint a third member. The Dispute Boards 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. 15. FILING This agreement will be filed with the Cowlitz County Auditor's Office. 16. EFFECTIVE DATE This agreement will take effect when executed by the parties, and will remain in effect until December 31, 2027, unless otherwise terminated or amended. 41% Executed this Z4 day of AUL#AkXSk , 2017. Executed this L day of `)(I it i..l;, 1 , 2017. CITY OF LONGVIEW BOARD OF COUNTY COMMISSIONERS OF COWLITZ COUNTY, WASHINGTON -k - City Manager Joe Gardner, Chairman APPROVED AS TO FORM: Dennis P. Webber, Commissioner y J s Mc ara, City Attorney Arne Mortensen, Commissioner_ cauvr < ATTEST: p Y 1 y�yMG TON G� ATTEST: 6�S Kaylee eody, City Clerk ♦2m Tiffa y strei APPROVED AS TO FORM: Clerk of the Board Douglas E. Jensen Deputy Prosecuting Attorney Page 4 of 4