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025-25 - Kitsap County - ContractDocusign Envelope ID: DEC9D97E-9702-41BE-BD22-9ABF2A3707B7 COPO CO25-25 KC-590-24 INTERLOCAL AGREEMENT BETWEEN KITSAP COUNTY AND THE CITY OF PORT ORCHARD FOR MATERIALS This Interlocal Agreement ("Agreement") is made and entered into pursuant to the provisions of Chapter 39.34 RCW by and between the County of Kitsap (hereinafter "County") and the City of Port Orchard (hereinafter "City"), also referred to individually as "Party" and collectively as the "Parties", Either Party to the Agreement, the requesting agency (hereinafter the "Requester") and the providing agency (hereinafter the "Provider") may request materials from the other Party as needed from time to time and deemed mutually beneficial. I. INCORPORATION OF RECITALS The foregoing Recitals are incorporated in full and made part of this Agreement by this reference: WHEREAS, from time to time, the Parties will benefit from cooperation in Public Works projects in the manner proposed herein; and WHEREAS, 39.34,030 RCW authorizes public agencies to enter into cooperative agreements for their mutual benefit; and NOW THEREFORE, in consideration of their mutual covenants, conditions and promises, the Parties, through their respective legislative bodies, do hereby agree as follows: II. AGREEMENT PURPOSE OF AGREEMENT: The purpose of this Agreement is to provide for cooperation between the County and the City whereby either Party may request certain materials provided by the other Party. ADMINISTRATION OF AGREEMENT: This Agreement does not establish or create a separate or joint board. No joint property shall be acquired, held, or disposed of. Any real or personal property used as a result of this Agreement shall be considered and remain the property of the Party who purchased such real or personal property. TERM: This Agreement shall take effect upon execution by the Parties and shall remain in effect for five (5) years from the date of execution by the county. 3 Docusign Envelope ID: DEC9D97E-9702-41BE-BD22-9ABF2A3707B7 TERMINATION: Either the County or the City may terminate this Agreement by giving thirty (30) days written notice to the other Party, COMPLETE AGREEMENT: This Agreement represents the entire Agreement between the Parties and supersedes all prior oral and written Agreements. This Agreement may not be amended or extended except by an instrument of writing executed by the Parties, with the same formalities that apply to this Agreement. REQUEST BY PARTICIPATING PARTIES: Whenever the Requester desires to obtain work from the Provider pursuant to this Agreement, the Requester shall make a request for said materials, in writing upon the "Request and Agreement for Work, "Materials" form which is attached and incorporated to this Agreement as Attachment "A". REVIEW OF REQUEST: The requested scope of work will be reviewed by the Provider's Director of Public Works, or designee, to ensure that the requested work can be accommodated, The Provider's Director, or designee, shall have sole final decision - making authority at to the availability of material requested. FULFILLMENT OF REQUEST: If the Provider's Director, or designee, approves the request, the Provider will perform the work or provide the equipment in the time and manner convenient to the Provider providing the request will not negatively impact the Provider's business. PARTY EMPLOYEES: All employees assigned to perform work for the Requester pursuant to this Agreement, remain employees of the Provider at all times, and shall perform the work requested under the sole supervision of Provider's agency. Labor, equipment, materials and procedures in performance of work pursuant to this Agreement, shall be mutually agreed to in writing. FINANCIAL RESPONSIBILITY: Except as may be otherwise set forth in this Agreement, the Requester shall be solely responsible for all costs related to the requested Public Works project, including costs of equipment rental, and administration of all grant funds, when applicable. REIMBURSEMENT: Requester shall reimburse the Provider for all costs of direct and indirect labor (including fringe benefits), administration, equipment rental, engineering, materials and supplies procured pursuant to this Agreement. The Provider shall submit a statement to the Requester after performance or delivery and the Requester shall refund the Provider within thirty (30) days of receipt. REMEDIES: In the event either Party exercises its option to terminate prior to completion of the work, and the non -terminating Party alleges breach, the sole and exclusive remedy available to the non -terminating Party shall be specific performance. 4 Docusign Envelope ID: DEC9D97E-9702-41BE-BD22-9ABF2A3707B7 PROCEDURE FOR REMEDIES: Before exercising any available remedies, including Dispute Resolution provisions covered in other sections of this Agreement, the Party alleging breach shall follow the procedures below: A. Notice of Violation: In the event the Parry believes that the other Party has not complied with the terms of this Agreement and is a defaulting Party, the Party shall notify the defaulting Party in writing, by certified mail, of the nature of the alleged non-compliance, B. The Defaulting Parry's Right to Cure or Respond: The defaulting Parry shall have ten (10) days from receipt of Notice of Violation to (i) respond to the non -defaulting Parry, or (ii) to cure such default or in the event that the default cannot be cured within the ten (10) day period, initiate acts or action to remedy such default in a reasonable time. The duty to cure includes the duty to cure all harm caused by the acts of omissions of the defaulting Parry. At the end of the ten (10) day period, the defaulting Parry shall provide the non -defaulting Party timely notice, (i) of the action taken to cure the default, (ii) if the default has not been cured, an explanation for why the default has not been cured and the projected date for the cure; (iii) and if the default is disputed, a detailed explanation of the basis of the dispute. C. If the non -defaulting Party determines in good faith that the defaulting Parry did not cure or initiate steps to cure to the non -defaulting Parry's satisfaction, after the notice required herein was provided, then the Party may exercise its available remedies after complying with the Dispute Resolution provisions. DISPUTE RESOLUTION: In the event that a dispute is not resolved after following the Procedure for Remedies outline elsewhere in this Agreement, the Parties shall attempt to resolve it in the following manner before pursuing any other remedies available to either Party: the Parties will each appoint one member to a Dispute Board and those members will jointly appoint a third member. The Dispute Board will evaluate the dispute and attempt in good faith to resolve the dispute. The Dispute Board's determination shall be non -binding. CHOICE OF LAW AND VENUE: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Pierce County Superior Court. NOTICES: All notices and other written communication required by this Agreement shall be in writing and, except as expressly provided elsewhere in this Agreement, shall be deemed delivered by personal delivery, or at a time of mailing, if mailed by first class, postage pre -paid and addressed to the Parry at the address provided below, or at such address as a Party may designate at any time in writing: 5 Docusign Envelope ID: DEC9D97E-9702-41BE-BD22-9ABF2A3707B7 To: Kitsap County Public Works: Nicholas Graves, Roads Maintenance Program Supervisor 614 Division Street, MS-26 Port Orchard, WA. 98366 To: City of Port Orchard Jeff Heglund, Operations Manager City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 NON-DISCRIMINATION: No Party in the performance of this Agreement shall discriminate against any person on the basis of race, color, creed, religion, national origin, age, sex, marital status, sexual orientation, veteran status, disability, or other circumstance prohibited by federal, state, or local law. The Parties shall comply with Title VI of the Civil Rights Act of 1964, P.L. 88 354 and Americans with Disability Act of 1990. SEVERABILITY: If any section, subsection, paragraph or provision of this Agreement is determined to be illegal, invalid, or unconstitutional by any court or agency of competent jurisdiction, such determination shall have no effect on the validity of any other section, subsection, paragraph or provision of this Agreement, all of which will remain in full force and effect for the term of this Agreement. MODIFICATION: This Agreement represents the entire Agreement of the Parties. No change, termination, or attempted waiver of any of the provisions of this Agreement shall be binding on any of the Parties unless executed in writing by authorized representatives of each of the Parties. This Agreement shall not be modified, supplemented, or otherwise affected by the course of dealings between the Parties. INSURANCE: Each Party, at its own expense, shall provide and keep in force: A. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $1,000,000 aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable. B. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and C. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. 0 Docusign Envelope ID: DEC9D97E-9702-41BE-BD22-9ABF2A3707B7 Each Party shall name the other Party as an additional insured. The insurance requirements set forth in this Section shall be deemed to be minimum coverages and limits and shall not be construed in any way as a limitation on the other Part's duty to carry adequate insurance or on each Parry's liability for losses or damages under this Agreement. INDEMNIFICATION: The Requester shall defend, indemnify and hold harmless, at the Requester's sole expense, the Provider, it's elected and appointed officials, officers, employees and agents, from and against any and all claims, actions, demands, losses, damages, liabilities and costs, including, but not limited to, attorney's fees and litigation costs, arising out of the performance of Requester under this Agreement, whether the demand, loss or claim is due to the negligence of the Requester, it's elected and appointed officials, officers, employees, or agents, except that in no event Requester be liable for injury or damages to the extent caused by negligence or willful misconduct of the Provider, it's elected or appointed officials, officers, employees or agents. The Provider shall defend, indemnify and hold harmless, at the Provider's sole expense, the Requester, it's elected and appointed officials, officers, employees and agents, from and against any and all claims, actions, demands, losses, damages, liabilities and costs, including, but not limited to, attorney's fees and litigation costs, arising out of the performance of Provider under this Agreement, whether the demand, loss or claim is due to the negligence of the Provider, it's elected and appointed officials, officers, employees, or agents, except that in no event Provider be liable for injury or damages to the extent caused by negligence or willful misconduct of the Requester, it's elected or appointed officials, officers, employees or agents. This Section shall survive termination of this Agreement. WAIVER: Neither the waiver by any of the Parties hereto of a breach of, or a default under any of the provisions of this Agreement, nor the failure of either of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement, or to exercise any right or privilege hereunder will thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder. 7 Docusign Envelope ID: DEC9D97E-9702-41BE-BD22-9ABF2A3707B7 FORCE MA]EURE: Nonperformance by a Party, other than payment of any amounts due hereunder by the Parties, shall not operate as a default under or breach of the terms of this Agreement to the extent and for so long any such nonperformance is due to: strikes or other labor disputes; prevention or prohibition by law; the loss or injury to products in transit; an Act of God; Pandemic, or war or other cause beyond the control of such Party. ASSIGNMENT AND SUCCESSORS IN INTEREST: Except as otherwise provided herein, no Party may assign, subcontract, or delegate any right or obligation under this Agreement, in whole or in part, without the express prior written consent of the other Party. This Agreement shall inure to the benefit of and be binding upon each Party's successors and assigns. COUNTERPARTS: This Agreement may be executed in any number of counterparts or, if mutually agreeable to the undersigned authorized signatories for the Parties, through the exchange by facsimile or other electronic means of duty -signed duplicates hereof, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTIONS AND HEADINGS: The division of this Agreement into sections and subsections and the insertion of headings are for convenience or reference only, and do not affect the interpretation of this Agreement. Unless otherwise indicated, references in this Agreement to an article, section, subsection or schedule are to the specified article, section or subsection of or schedule to this Agreement. FILING: The County will, pursuant to 39.34.040 RCW, cause this Agreement to be filed with the Kitsap County Auditor upon full execution by the Parties. WARRANTY OF AUTHORITY: Each person or Party subscribing to this Agreement expressly warrants that it has full authority to do so. 8 Docusign Envelope ID: DEC9D97E-9702-41BE-BD22-9ABF2A3707B7 2025 Dated this 12 day of March 24., Dated this day of], 2024. CITY OF PORT ORCHARD Signed by: 3B96492EF5847D... Rol, Putaansuu, Mayor Attest: ESigned by: 6v'aJAJ� 0JdLV), �BASA54BBD00418... Brandy Wallace, City Clerk Attest: Dana Daniels, Clerk of the Board BOARD OF COUNTY COMMISSIONERS KITSAP COUNTY, WASHINGTON W o-� KATH NET. WALTER Cha' CHRISTINE ROLFES, Commissioner - adit" CHARLOTTE GARRIDO, Commissioner Docusign Envelope ID: DEC9D97E-9702-41BE-BD22-9ABF2A3707B7 ATTACHMENT "A" REQUEST AND AGREEMENT FOR WORK, EQUIPMENT, AND/OR MATERIALS The undersigned hereby request that the following described work, and/or service, and/or equipment rental be performed or provided by: Kitsap_County Public Works (Provider) City of Port Orchard (Requester) It is understood that this work, and or equipment rental is at the convenience of the Provider and that the undersigned agency will reimburese all costs, unless otherwise indicated. DESCRIPTION OF WORK, SERVICES OR EQUIPMENT RENTAL REQUESTED: Estimate Attached No Project Completion Date 5..years from execution Total Cost Not to Exceed: $10,000 The undersigned certifies that sufficient budgeted funds are avialable to cover the cost of the requested work and/or services, and that payment to the Provider will be made promptly unless otherwise indicated in this Agreement, REQUESTING AGENCY: Address: Phone: Requested by: Name/Print Title/Print ACTION OF THE PROVIDER APPROVED BY: DATE: Provider 1c