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HomeMy WebLinkAbout000309 Original ContractWITNESSETH: CITY OF PORT ANGELES CITY OF BURLINGTON INTERLOCAL AGREEMENT FOR PURCHASE OF GOODS AND MATERIALS THIS INTERLOCAL AGREEMENT made and entered into, pursuant to the Interlocal Cooperation Act, Chapter 39.34 of the Revised Code of Washington, on the 'dam. d am— day of April, 2012, by and between the CITY OF PORT ANGELES, a municipal corporation of the State of Washington (hereinafter referred to as "Port Angeles and the CITY OF BURLINGTON, a municipal corporation of the State of Washington (hereinafter referred to as "Burlington WHEREAS, the parties hereto desire to establish a procedure to make joint purchases so that each party may acquire goods and /or services upon favorable terms and conditions, and without needlessly duplicating efforts; and WHEREAS, Port Angeles' request for bids notified vendors the contract could be used by more than one government entity. City of Port Angeles Record #000309 WHEREAS, Port Angeles has previously requested bids for certain goods and /or materials described herein. Further, Port Angeles advertised its solicitation for bids by either (i) posting the bid or solicitation notice on a web site established and maintained by a public agency, purchasing cooperative, or similar service provider, for purposes of posting public notice of bid or proposal solicitations, or (ii) provided an access link on the state's web portal to the notice; and NOW THEREFORE in consideration of their mutual covenants, conditions and promises, THE PARTIES HERETO DO HEREBY AGREE as follows: 1. SERVICES Port Angeles requested bids for a Catchbasin Cleaning Jetter Truck through a bid process accomplished in August 2011. This bid process included posting the solicitation notice on Port Angeles' web site, and the solicitation also notified vendors the contract could be used by more than one government entity. Burlington wishes to utilize this bid for purchase of a similar vehicle. 2. PERFORMANCE Neither party shall be responsible to the other party for the performance, non- performance, or flawed performance of contracts by vendors. 3. TERM OF AGREEMENT FOR SERVICES The term of this agreement shall be from the date hereof, and shall extend until terminated. This agreement may be terminated by either party by giving ten (10) Page 1 days written notice to the other party, provided that termination shall not affect or impair any joint purchases of the parties that are agreed to on or before the termination. 4. INDEMNIFICATION If such claims are caused by or result from the concurrent negligence of Port Angeles, or its agents, employees, and /or officers, and Burlington, or its agents, employees, and /or officers, then these indemnity provisions shall be valid and enforceable only to the extent of the negligence of the indemnifying party; provided that nothing herein shall require either party to hold harmless or defend the other party or the other party's agents, employees and /or officers from any claims arising from the sole negligence of the other party, or its agents, employees, and /or officers. By virtue of this provision, the parties shall not be deemed to have waived their immunity pursuant to Title 51 RCW, and nothing contained in this agreement shall be construed so as to operate as a waiver. 5. COMPLIANCE WITH REGULATIONS AND LAWS The parties shall comply with all applicable rules and regulations pertaining to them in connection with the matters covered herein. It shall be the obligation placing an order for goods or services to be certain that all legal requirements applicable to that party have been met. 6. OTHER SOURCES Each party shall have the right to contract independently for the purchase of any goods or services, and to publish bid specifications that exclude the other party from purchasing goods under any contract awarded pursuant to such bid specifications, provided that this provision shall not be construed so as to impair existing or pending joint purchases by the parties. 7. ASSIGNMENT The parties shall not assign this Agreement or any interest, obligation or duty therein without the express written consent of the other party. 8. ATTORNEYS' FEES If either party shall be required to bring any action to enforce any provision of this Agreement, or shall be required to defend any action brought by the other party with respect to this Agreement, and in the further event that one party shall substantially prevail in such action, the losing party shall, in addition to all other payments required therein, pay all of the prevailing party's reasonable costs in connection with such action, including such sums as the court or courts may adjudge reasonable as attorney's fees in the trial court and in any appellate courts. Page 2 9. NOTICES All notices and payments hereunder may be delivered or mailed. If mailed, they shall be sent to the following respective addresses: To Port Angeles 321 E 5 Street PO Box 158 Port Angeles, WA 98362 Attn: Lucy Hanley Page 3 To Burlington 833 S. Spruce Street Burlington, WA 98233 Attn: City Attorney or to such other respective addresses as either party hereto may hereafter from time to time designate in writing. All notices and payments mailed by regular post (including first class) shall be deemed to have been given on the second business day following the date of mailing, if properly mailed and addressed. Notices and payments sent by certified or registered mail shall be deemed to have been given on the day next following the date of mailing, if properly mailed and addressed. For all types of mail, the postmark affixed by the United States Postal Service shall be conclusive evidence of the date of mailing. 10. NONDISCRIMINATION Each of the parties, for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or the presence of any sensory, mental or physical handicap be discriminated against or receive discriminatory treatment by reason thereof. 11. MISCELLANEOUS A. All of the covenants, conditions and agreements in this Agreement shall extend to and bind the legal successors and assigns of the parties hereto. B. This Agreement shall be deemed to be made and construed in accordance with the laws of the State of Washington jurisdiction and venue for any action arising out of this Agreement shall be in Clallam County, Washington. C. The captions in this Agreement are for convenience only and do not in any way limit or amplify the provisions of this Agreement. D. Unless otherwise specifically provided herein, no separate legal entity is created hereby, as each of the parties is contracting in its capacity as a municipal corporation of the State of Washington. The identity of the parties hereto are as set forth hereinabove. E. The purpose of this Agreement is to accomplish the objectives of this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. CITY OF PORT ANGELES By: CO Manager 4 Approved as to form: F. The performances of the duties of the parties provided hereby shall be done in accordance with standard operating procedures and customary practices of the parties. G. No joint oversight and administration board is created hereby. H. This Agreement constitutes the entire agreement between the parties. There are no terms, obligations, covenants or conditions other than those contained herein. No modifications or amendments of this Agreement shall be valid or effective unless evidenced by an agreement in writing signed by both parties. I. Copies of this Agreement shall be filed with the Skagit County Auditor's Office, the C1allam County Auditor's Office, and with the respective City Clerks of the parties hereto. City Attorney Page 4 CITY OF BURLINGTON By: CEOL Edie Edmundson, Mayor Pro Tem Approved as to form' Scott G. b'mas, City Attorney Greg jamer, Finance Director