Loading...
HomeMy WebLinkAboutAgreements/Contracts - Public Works (002)GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: PUBLIC WORKS REQUEST SUBMITTED BY: SHILO NELLIS CONTACT PERSON ATTENDING ROUNDTABLE: DAVE BREN CONFIDENTIAL INFORMATION: ❑YES *NO DATE- 01/23/25 PHONE 509-754-6082 *Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑ Computer Related ❑ County Code ❑ Emergency Purchase ❑ Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑Invoices / Purchase Orders ❑Grants — Fed/State/County El Leases ❑MOA / MGU ❑Minutes ❑Ordinances El Out of State Travel ❑Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB INTERLOCAL AGREEMENT BETWEEN THE CITY OF EPHRATA AND GRANT COUNTY DATED JANUARY 28TH, 2025 If necessary, was this document reviewed by accounting? ❑ YES If necessary, was this document reviewed by legal? * YES ❑ NO DATE OF ACTION:/ APPROVE: DENIED ABSTAIN DI / 4�p_ D2: D3. ❑NO ON/A DEFERRED OR CONTINUED TO: ❑ NIA RECEIVED JAN 2 3 2025 4/23/24 GRANT COUNTY COMMISSIONERS K25-012 INTERLOCAL AGREEMENT Between CITY OF EPHRATA, WASHINGTON and GRANT COUNTY, WASHINGTON THIS INTERLOCAL AGREEMENT ("Agreement") is entered into this 28 day of January, 2025, by and between the CITY OF EPHRATA, a Washington non -charter code city ("City") and GRANT COUNTY, a political subdivision of the State of Washington ("County"). WHEREAS, the City of Ephrata provides municipal services to the residents of Ephrata. WHEREAS,, the Grant County Public Works Department provides municipal services to the residents of Grant County. WHEREAS, the City and County desires to formalize an operational framework that will encourage and promote the coordination and usage of the equipment and resources of both entities. WHEREAS, pursuant to the powers afforded to the Parties by Chapter 39.34 RCW, the County and the City possess the authority and desire to execute an intergovernmental cooperation agreement for this purpose. NOW, THEREFORE, in consideration of the terms, conditions, and covenants contained herein, the recitals above, and the attached Exhibits which are incorporated and made a part hereof, it is mutually agreed as follows: 1. Letters of Understanding. The Public Works Director of Grant County and the Public Works Director of the City of Ephrata are hereby authorized to execute one or more letters of understanding that, by this reference, shall become a part of this Agreement, -provided that such letters are signed by both parties and reference this interlocal Agreement. The letters of understanding shall address issues relating to sharing equipment and resources controlled or owned by the parties. Subjects the letter(s) of understanding may include,. but are not limited to the following: A. Use of equipment B. Charges, costs, or fees for such use. C. Duration of use. D. Times and dates of use. E. Piggyback purchasing or public works F. Option to purchase equipment declared surplus The parties agree that the use of equipment under (1)(A) will only be authorized under this agreement if an employee of the party who owns the equipment operates the equipment. Furthermore, the equipment under (1)(A) will be maintained by the party who owns the equipment. Any Letter of Understanding for a public work project, purchase of equipment related to a public work project, or purchase of equipment not related to a public work project but in excess of $ 10,000 shall be approved by the Ephrata City Council. 2. Duration and Termination. This Agreement shall be for an initial one (1) year period and will automatically renew for additional one year periods unless otherwise terminated. Either Party may terminate this Agreement, with or without cause, upon ninety (90) days written notice to the other party. 3. Administration. The parties do not by this Agreement create any separate legal or administrative entity. The County Public Works Director and the City's Public Works Director shall be responsible for administering the terms of this Agreement. The parties do not intend to jointly own any real or personal property as part of this undertaking. 4. Relationship of the Parties. The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party. 5. Recording. As provided in RCW 39.34.040, this Agreement shall not take effect unless and until it has been duly executed by both parties and either filed with the Grant County Auditor's office or posted on the party's website. 6. Severability. If any provisions of this Agreement are determined to be unenforceable or invalid by a court of law, then this Agreement shall thereafter be modified to implement the intent of the parties to the maximum extent allowable under law. If a court finds unenforceability or invalidity of any portion of this Agreement, the parties agree to seek diligently to modify the Agreement consistent with the court decision, and no party shall undertake any actions inconsistent with the intent of this Agreement until the modification to this Agreement has been completed. If the parties do not mutually agree to modifications within forty-five (45) days after the court ruling, then either party may initiate the dispute resolution proceedings set forth herein for the determination of the modifications which implement the intent of this Agreement and the court decision. Interlocal Agreement for Public Works Equipment and Projects Page 2 of 6 7. Authority. The City and the County each represent and warrant it has the respective power and authority, and is duly authorized, to execute, deliver and perform its obligations under this Agreement. 8. Amendment. This Agreement shall not be modified or amended, except as set forth herein, without the express written approval of the City and the County (or any party to whom the County has sold or assigned where the County has been released from liability). However, nothing in this Agreement shall prevent the City from imposing new or different regulations to the extent required by a serious threat to public health and safety. 9. Headings. The headings in this Agreement are inserted for reference only and shall not be construed to expand, limit, or otherwise modify the terms and conditions of this Agreement. 10. Time of Essence. Time is of the essence of this Agreement in every provision hereof. Unless otherwise set forth in this Agreement, the reference to "days" shall mean calendar days. If any time for action occurs on a weekend or legal holiday, then the time period shall be extended automatically to the next business day. 11. Entire Agreement. This Agreement and its incorporated exhibits represent the entire agreement of the parties with respect to the subject matter hereof. There are no other agreements, oral or written, except as expressly set forth herein. 12. Dispute Resolution. In the event of any dispute relating to this Agreement, all parties upon the request of any other party shall meet within seven (7) days to seek in good faith to resolve the dispute. 13. Default and Remedies. No party shall be in default under this Agreement unless it has failed to perfortn under this Agreement for a period of thirty (30) days after written notice of default from any other party. Each notice of default shall specify the nature of the alleged default and the manner in which the default may be cured satisfactorily. If the nature of the alleged default is such that it cannot be reasonably cured within the thirty (30) day period, then commencement of the cure within such time period and the diligent prosecution to completion of the cure shall be deemed a cure. Any party not in default under this Agreement shall have all rights and remedies provided by law including without limitation damages, specific performance or writs to compel performance or require action consistent with this Agreement. The prevailing party (or the substantially prevailing party if no one party prevails entirely) shall be entitled to reasonable attorneys' fees and costs. Interlocal Agreement for Public Works Equipment and Projects Page 3 of 6 14. No Third Party. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 15. Interpretation. This Agreement has been reviewed and revised by legal counsel for all parties and no presumption or rule that ambiguity shall be construed against the -party drafting the document shall apply to the interpretation or enforcement of this Agreement. 16. Notice. All communications, notices, and demands of any kind which a party under this Agreement requires or desires to give to any other party shall be in writing and either (i) delivered personally, (ii) sent by facsimile transmission with an additional copy mailed first class, or (iii) deposited in the U.S. mail, certified mail postage prepaid, return receipt requested, and addressed as follows-, If to the City: City of Ephrata 121 Alder Street SW Ephrata, WA 98823 If to the County: Grant County 124 Enterprise Street Ephrata, WA 98823 Notice by hand delivery or facsimile shall be effective upon receipt. If deposited in the mail, notice shall be deemed delivered 48 hours after deposited. Any party at any time by notice to the other party may designate a different address or person to which such notice or communication shall be given. 17. Delay. If either party is delayed in the performance of its obligations under this Agreement due to Force Maj eure, then performance of those obligations shall be excused for the period of delay. Force Majeure shall mean extraordinary natural elements or conditions, war, riots, labor disputes, or other causes beyond the reasonable control of the obligated party. 18. Indemnification. Each party shall defend, indemnify, and hold the other party, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, liabilities, or suits including attorney fees, arising out of or in connection with the party's performance, acts, or omissions under this Agreement. 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 of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the County Interlocal Agreement for Public Works Equipment and Projects Page 4 of 6 and the City, its officers, officials, employees, and volunteers, each party's liability hereunder shall be only to the extent of their negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the parties' waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. It is the intent of the parties that each party be responsible for its own actions occurring under this Agreement. The provisions of this section shall survive the expiration or termination of this Agreement. IN WITNESS WHEREOF, the City of Ephrata and Grant County have executed this Agreement each by its proper respective officers to be effective the date provided herein. Attest: t� Kaitlin Kapalo, City Clerk CITY OF EPHRATA DOM Bruce Reim, Mayor Interlocal Agreement for Public Works Equipment and Projects Page 5 of 6 Attest: MD Prosecuting Attorney GRANT COUNTY By:_< By: Cindy CaAer, Vice Chair B y: Kevin BurgWs, Commissioner Interlocal Agreement for Public Works Equipment and Projects Page 6 of 6 1/22125,12:51 PM RE: ILA w/City of Ephrata - Shilo Neflis - Outlook is Outlook RE.- ILA w/City of Ephrata From Rebekah M. Kayfor <rmkay1or@grantcountywa.gov> Date Thu 1/9/2025 11:40 AM To Shi Nellis <snell1s@grantcountywa.gov> Cc Dave Brea <d1bren@qrantcountywa.gov>; Andy Booth <abooth@grantcountywa.gov> Good Morning, Just a couple of things for this contract: 1. The Grant County Commissioner on the last line under Grant County will need to be updated to Kevin Burgess. 2. Do you want any notices to go to Grant County Public Works? See section 16. 3. 1 chatted with Andy about this, and he is in to follow up with different ones in public works, but as it is currently, I are concerned about "Joint purchasing and public works" being included under section I Letters of Understanding. When I read "joint purchasing" it sounds like the two entities w *If be sharing ownership of the item(s) purchased. However, 'in talking with Andy, it sounds like that may not be the 'Intent. It may be that "joint purchasing" is intended for purchasing bulk goods together and than each entity walking away with their bundle of bulk goods. I would be fine with this. If this 'is the intent, then the wording will need to be tweaked. Jointly sharing ownership brings significant liability issues and thus if this were the intent, I would not recommend it. Additionally, joint public works brings significant liability issues. My recommendation would not to have it included 'in this ILA, but rather have a separate agreement for each joint public work endeavor that addresses the significant liability issues for that particular public work. I am happy to chat with you about these issues. It may be that we simply need to tweak the language to support the intent of the parties. Rebekah Kaltar Chief Deputy Prosecuting Attorney (Civil/Appel late) Grant County Prosecuting Attorney"s Office PO Box 37 Ephrata, WA 98823 Phone: 509.754.2011 x3950 Fax: 509.754.6574 Er n a forlantcouptyya v about:blank 1/2 1/22125, 12:51 PM RE: ILA w/City of Ephrata - ShIlo Neffis - Outook The contents of this e-mail message, including any attachments, are intended solely for the use of the person or entity to whom the e-mail was addressed. It contains information that may be protected by attorney -client privilege, work -product, or other privileges, and may be restricted from disclosure by applicable state and federal law, If you are not the intended recipient of this message, be advised that any dissemination, distribution, or use of the contents of this mess -age is strictly prohibited. If you received this message in error, please contact the sender by reply e-mail. Please also permanently delete all copies of the original e-mail and any attached documentation. Please be advised that any reply to this e-mail may be considered a public record and be subject to disclosure upon request. From: Shilo Nellis <sne11is@grantcounty­wa.gov> Sent: Thursday, December 19,.2024 9:14 AM To: Rebekah M. Ka for <rmkay1or@grantcountywa.gov> Cc: Dave Bre <dbren@grantcountywa.gov>; Andy Booth <a booth @gra ntcountywa.gov> Subject.- ILA w/City of Ephrata Good morning Rebekah, Can you please review the attached Interlocal Agreement when you have a chance? We understand it won't be until the new year. We greatly appreciate your help!! Thank you, ww-\,v.erantcountvwa lov Shilo Nellis Public Works Admin. Assistant I ag J T T [Ximl; 124 Enterprise Street SE Ephrata, WA 98823 **Stay humble, work hard, be kind and amaziqg thLngs will happen" NOTICE OF PUBLIC DISCLOSURE.- This e-mail account is public domain, Any correspondence from or to this e-mail amount may be a public record. Accordingly, this e-mail, in whole or in part, may be subject to discl6sure pursuant to RC W 42.56, regardless of any claim of confidentiality or privilege asserted by an external party. about. -blank 212