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AG 04-164 I DATE OUT: I TO: ~~~6'\ CITY OF FEDERAL WAY LAW D EP ARTMENT ~ REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP DATE IN: 1. CONTRACT SIGNATURE ROUTING ~ LAW DEPARTMENT ~ CITY MANAGER ~ CITY CLERK SIGN COpy BACK TO ORGINATING DEPT. ASSIGNED AG# Ot-t -I (P Lf PURCHASING: PLEASE CHARGE TO: COMMENTS Please return to Lvnette Allen after si!!:natures. Per Actin!!: City Clerk Stephanie Courtney all of the A!!:enda Bills from the September 7, 2004 Council meetin!!: were si!!:ned off: however, I have not received them. This contract needs to be si!!:ned ASAP 2. 4. 5. 6. 7. 8. 9. 10. 11. ORIGINATING DEPT.lDIV: PS - CONTACT AND RETURN TO LYNETTE ALLEN ORIGINATING STAFF PERSON: EXT: 4702 3. DATE REQ. BY: TYPE OF DOCUMENT REQUESTED (CHECK ONE) X PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE/LABOR AGREEMENT D PUBLIC WORKS CONTRACT 0 SMALL PUBLIC WORKS CONTRACT D SECURITY DOCUMENT (E.G. AGREEMENT & PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) D CONTRACTOR SELECTION DOCUMENT (LESS THAN $200.000) 0 PURCHASE AGREEMENT) (E.G., RFB, RFP, RFQ) D CONTRACT AMENDMENT D CDBG D OTHER AG#: (MATERIALS, SUPPLIES, EQUIPMENT) D REAL ESTATE DOCUMENT PROJECT NAME: INTERLOCAL AGREEMENT BETWEEN CITY OF KENT AND CITY OF FEDERAL WAY FOR VEHICLE EQUIPMENT MAINTENANCE AND REPAIR SERVICES AS REQUESTED. NAME OF CONTRACTOR: Ct~ rJ /(fM-r ADDRESS: ~ SIGNATURE NAME: TELEPHONE TITLE ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES 0 INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE 0 ALL EXHIBITS REFERENCED IN DOCUMENT TERM: COMMENCEMENT DATE: COMPLETION DATE: TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLlDA Y RATES) REIMBURSABLE EXPENSE: DYES DNO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY CONTRACT REVIEW 0 PROJECT MANAGER D DIRECTOR 0 RISK MANAGEMENT ~LAW INITIAL/DATE APPROVED INITIAL/DATE APPROVED INITIALIDATE APPROVED iy:}~ ~ ~ ~ ~ ~,~ 10/09/02 At; f'- tN-1ft; V MEETING DATE: September 7, 2004 ITEM# - ----- -- --- -- -, ---- -------------------- ------------- --- ----------------------- - - - -- ----- -------- ---------- -- - --------------------------- - ------------------------------ ----- --- ----- -- - ----------------------- - - _____m--------______mmm______---- -- -- -- --------- CITY OF FEDERAL WAY City Council AGENDA BILL SUBJECT: Interlocal Agreement between City of Kent and City of Federal Way for Vehicle Equipment Maintenance and Repair Services as Requested. CATEGORY: BUDGET IMP ACT: X CONSENT 0 RESOLUTION 0 CITY COUNCIL BUSINESS 0 ORDINANCE 0 PUBLIC HEARING 0 OTHER Amount Budgeted: Expenditure Amt.: Contingency Req'd: $ $ $ -------oo ------------------------------------- -- -- -----------------------_mm_--__--_-------- --__m- -------------------- ---- _m--m___------___m------__------- - --__--------mm--_------_----m____--_----------- ----m_--_--m_----__mm-----m-- ATTACHMENTS: PRHS&PS Memo on the Interlocal Agreement between City of Kent and City of Federal Way for Vehicle Equip. Maintenance and Repair, and the actual Interlocal Agreement between City of Kent and City of Federal Way for Vehicle Equipment Maintenance and Repair Services as Requested. - ------------------- ---- - ---- - _------m__------_--m_--__--_------------------ -- --m___--------_--------m----__m__--___--m--__--m--_--_-----------------------------m--_--__-_m_------- mm----- --_--m------------_mm----- ---- _--_m_--- - --_--_mm_--_m- - -- --- m------_------ -- ----m----_------_m _mm --- ---- ----m--mmm--- SUMMARYIBÁCKGROUND: The Federal Way Department of Public Safety desires to obtain professional services for the installation, maintenance, and repair for emergency vehicle equipment. Kent has the ability to provide these services and this agreement will allow an efficient method of reducing maintenance and repair costs. The rate to be charged by Kent in 2004 is $51.75 per hour and will be reviewed annually. Parts and Supplies will be charged at cost plus 12%, and taxes will be applied. ------------------------------------------------------------ ---------------------- ----------_----------m -----------------------__m-- --- --om -- -- -- ------- CITY COUNCIL COMMITTEE RECOMMENDATION: Motion to approve and accept the Interlocal Agreement between City of Kent and City of Federal Way for Vehicle Equipment Maintenance and Repair Services as Requested _m_____------ ___m_____----Oom--___--_-------------_----_m-_--_---_--_----.mm_------------- -------m-- PROPOSED MOTION: "I move approval ofthe Interlocal Agreement between City of Kent and City of Federal Way for Vehicle Equipment Maintenap.ce and Repair Services as Requested." m----_m--m--------m__--___-----------------____m-------------- ------------------_--_--m_--___--_-_m---------_--m--_--------------------- ------- -_____m-------_m---- --------mm------___------ -- __m--- CITY MANAGER APPROV A!L: (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) COUNCIL ACTION: 0 APPROVED 0 DENIED 0 T ABLED/DEFERRED/NO ACTION 0 MOVED TO SECOND READING (ordinances only) COUNCIL BILL # 1 ST reading Enactment reading ORDINANCE # RESOLUTION # REVISED - 05/10/2001 City of Federal Way CITY CO UN CIL . PARKS, RECREATION, HUMAN SERVICES, AND PUBLIC SAFETY To: Parks, Recreation, Human Services & Public Safety Council Committee Anne Kirkpatrick, Clrief of Police O~ -f{ - David Moseley. City ManagW ~ August 9,2004 From: Via: Date: Subject: Interlocal Agreement between City of Kent and City of Federal Way for Vehicle Equipment Maintenance and Repair Services as Requested. Background: " The Federal Way Department of Public Safety desires to obtain professional services for the installation, maintenance, and repair for emergency vehicle equipment. Kent has the ability to provide these services and is willing to extend such service to Federal Way based on the terms and conditions of the Interlocal Agreement. This agreement will allow an efficient method of reducing maintenance and repair costs. The rate to be charged by Kent in 2004 is $51.75 per hour. This rate is calculated on the basis of an average of current technician salaries and benefits plus an 18% markup for administration and overhead. The hourly rate will be reviewed annually. Parts and Supplies will be charged at cost plus 12%, and taxes will be applied. . COMMITTEE ACTION: Motion to approve and accept the Interlocal Agreement between City of Kent and City of Federal Way for Vehicle Equipment Maintenance and Repair Services as Requested, and forward to full Council for consideration at its September 7, 2004 meeting. I APPROVAL BY COMMITTEE: CQrnmittee Member A (~:!lY1 ~ (g 1 Interlocal Agreement Page 1 After recording, return to: Federal Way City Attorney's Office 22520 1 st Way S. PO Box 9718 Federal Way, WA 98063-9718 INTERLOCAL AGREEMENT BETWEEN CITY OF KENT AND CITY OF FEDERAL WAY FOR VEHICLE EQUIPMENT MAINTENANCE AND REPAIR SERVICES AS REQUESTED This Agreement, made and entered intQ this - day of , 2004, by and between City of Kent, Washington, a municipal corporation (hereinafter referred to as "Kent") and City of Federal Way, Washington, a municipal corporatiQn (hereinafter referred to as "Federal Way"), (collectively "Parties"). A. B. WITNESSETH that: The Interlocal CooperatiQn Act, as amended, and codified in Chapter 39.34 ofthe Revised Code of Washington provides for interlocal cooperation between gQvernmental agencies; and Federal Way desires tQ obtain prQfessional services as set forth herein fQr the installation, maintenance, and repair of Federal Way's emergency vehicle equipment; and C. Kent has the ability and capacity tQ provide installatiQn, maintenance and repair services, as Qutlined herein, and is willing to extend such service to Federal Way on the terms and conditions outlined herein; and D. The Parties believe that the provision of services to Kent by Kent as set forth herein will allow an efficient method of reducing maintenance and repair CQsts; and E. A cooperative effort between the parties is essential to ensure that the purposes of this Agreement are fulfilled. NOW, THEREFORE, for and in consideration of the prQcedures contained herein performed and tQ be performed, the Parties heretQ agree as follows: 1. Definitions. As used herein, the following terms shall have the fQllQwing meanings: Interlocal Agreement Page 2 a. "Abuse" shall mean any damage to vehicle equipment caused by misuse or neglect by the equipment operatQr Qr Qther perSQns. b. "Dead-lined" shall mean any vehicle equipment, which cannQt be operated unless repairs are made. c. "Disposal" Qr "Surplused" shall mean a process by which vehicle equipment, are sold, transferred, or discarded. d. "Maintenance and repair" shall mean those services perfonned for the purpose of sustaining proper function and value of vehicles and vehicle equipment. Maintenance and repair is divided intQ scheduled and unscheduled services, defined as follQws: (i) "Scheduled services" shall mean planned and prearranged services such as set-up, repairs, updates, modifications, preventive maintenance, and removal- iTom-service. (ii) "Unscheduled services" shall mean thQse services perfonned to remedy an immediate unexpected failure, which makes the vehicles and vehicle equipment, inoperative or unsafe, including, but nQt limited tQ, electrical shQrts, defective brackets, or component failure. e. "MQdificatiQn" shall mean the alteratiQn, additiQn, adjustment, Qr deletion of the original physical structure of vehicle equipment. f. "Out-of-service" shall mean vehicle equipment that has been tenninated and is the custody of either Kent or Federal Way Fleet Services. g. "Parts" or "Supplies" shall mean those items used while perfonning installatiQn, maintenance or repair. h. "Recommended repair" shall mean a repair needed to fix a diagnosed problem that does not immediately affect the function Qf the vehicle equipment, but would most likely increase the useful life Qfthe vehicle equipment and prevent major repairs in the future. 1. "Restricted service" shall mean any vehicle equipment, which has been diagnosed with a problem that requires immediate attention, including, but not limited to, a problem that increases in severity with time and use, or a prQblem that will become a safety issue. If a vehicle or vehicle equipment is in restricted service, the unit may not be Qperated fQr its intended use, but may be driven directly tQ a repair facility. Interlocal Agreement Page 3 J. "Set-up" shall mean the preparatiQn and installatiQn Qf vehicle equipment and/or compQnents. The set-up Qfvehicle equipment shall include design, ordering, component development, installation, trouble-shooting, and testing of installed accessory equipment. k. "Temporary Repair" shall mean a short-term repair made in order to return the vehicle equipment to immediate service while waiting fQr more pennanent repair services. A temporary repair shall be identified as a scheduled Qr unscheduled repair service for work order purposes. 1. "Vehicle Equipment" shall include lightbars, radios, camera systems, modems, cell phQnes, GPS, gun racks, radar, push bumpers, partitiQns, transport seats, strobes, flashers, window bars, K-9 equipment, computers, VRMs, center consoles, sirens/PA, and communication equipment. m. "Warranty" shall mean any promises or guarantees made by the manufacturer or vendor. 2. Purpose. The purpose Qf this Agreement is tQ set fQrth the terms and conditions by which Kent shall perform maintenance and repair services ("Services") for Federal Way, and by which Federal Way will cQmpensate Kent for such Services. 3. Term. The term of this Agreement shall commence upon the effective date of this Agreement and shall continue in effect until terminated. Either party may terminate this Agreement by giving sixty (60) days written notice to the other. 4. Kent's Services. Kent agrees to provide the following Services: a. Maintenance and repair. Kent will provide maintenance and repair services as requested by the City of Federal Way. Hours of operation may vary as agreed to by both Parties. The normal working hours of Kent Fleet Operation Shops are Monday through Friday, 6:00 am to 2:30 pm. b. Preventative maintenance. Kent agrees to perfonn preventative maintenance services as requested by Federal Way. Preventative maintenance is considered a scheduled service and will be perfQnned on and agreed UPQn, prior arranged service date and time. Federal Way will contact Kent to schedule the work and deliver the vehicle equipment to Kent's repair facility. c. Unscheduled maintenance. Kent agrees to perfonn unscheduled maintenance services as requested by Federal Way. Federal Way may arrange for unscheduled maintenance by telephone, email, Qr radio. TurnarQund time for unscheduled repairs will be as soon as possible. Kent will prQvide an estimated cQmpletiQn time as SQQn as the problem is analyzed and parts availability determined. Interlocal Agreement Page 4 d. Temporary repairs. Kent agrees to perfonn non-safety related temporary repairs as requested by Federal Way. When a temporary repair is perfonned, Federal Way will schedule for pennanent repair. e. Abuse. Kent agrees to report thQse known and/or suspected cases of vehicle equipment abuse tQ Federal Way. f. Other Equipment. Kent Fleet Services staff is available to repair and maintain other vehicle equipment as requested. g. Training. Kent may assist Federal Way by suggesting specific training needs that may come to the attention of Kent's Fleet Services staff. Federal Way may request intrQductQry QperatQr training fQr new vehicle equipment. h. Liaison. Upon request of Federal Way, Kent will act as liaison between Federal Way and other agencies and vendors, as authQrized. 1. Optional parts. Kent will install and remove optional parts and equipment on vehicles as requested. J. Additional services. Kent will provide additiQnal services as may be mutually agreed upon by the Parties. k. Reporting. Kent will prQvide Federal Way with reports reflecting the actual services perfonned and the cost of the provided services. The repQrts will indicate the monthly and year-to-date totals for all categories Qf services described in the Agreement. 1. Disposal. Federal Way will manage all surplus and disposal processes for Federal Way vehicle equipment. Kent will assist in the evaluatiQn of vehicle equipment at the request QfFederal Way. 5. Standard of Care. All obligations and Services Qf Kent undertaken pursuant to this Agreement shall be perfonned diligently and completely in accordance with professional standards of conduct and perfonnance. . To the extent allowed by budgeted funds, Kent staff will remain technologically current and updated, keeping abreast Qf any new innovations, applications, techniques, and equipment related to fleet management. Kent Fleet Services mechanics and technicians will attend factory service schools or Qther training as needed, when available, and as training funds are available. 6. Federal Way's Responsibilities. Federal Way agrees tQ the following: Interlocal Agreement Page 5 a. Delivery. Federal Way agrees to perfonn the pick-up and delivery of vehicle equipment to and from Kent's facility. b. Reporting. Federal Way agrees tQ report vehicle equipment malfunctions and other needed repairs to Kent as soon as practical. c. Training. Federal Way will provide equipment training to its staff and will educates its employees on the proper way to operate, maintain, and inspect assigned vehicle equipment. d. Vehicle equipment misuse. Federal Way will endeavor tQ minimize the improper operation of vehicle equipment and Fleet Services will promptly report to Kent any instances Qf abuse it discQvers. e. Equipment mQdifications. Federal Way will notify Kent of any equipment repairs or modifications completed by any other entity besides Kent on the vehicle equipment cQvered by this Agreement. 7. Scheduling of Services. All Services shall commence with a service request made by Federal Way to the Kent Fleet Services Shop SupervisQr. Federal Way shall notify Kent Fleet Services Shop Supervisor in advance of canceling an appointment. The operational requirements of both Federal Way and Kent will be taken into cQnsideration when scheduling repairs and maintenance. 8. Compensation. No single wQrk order shall exceed $10,000 without prior approval frQm Federal Way. In consideration of Kent perfonning the Services, Federal Way agrees to pay Kent an amount calculated as follows: a. Hourly Rate. The rate tQ be charged in 2004 is $51.75 per hour. This rate is calculated on the basis of an average of current technician salaries and benefits plus an 18% markup for administration and Qverhead. The Hourly rate shall be reviewed annually and may be adjusted to meet salary and benefit adjustments related to COLA or market adjustments. b. Parts and Supplies. Parts and supplies will be charged on each work Qrder as the actual cost of parts plus a 12% markup for parts services. c. Responsibility for Taxes. The Parties acknowledge that each is responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the perfonnance and payment of this Agreement. Interlocal Agreement Page 6 9. 10. 11. d. Materials and Supplies. The Parties shall provide, at their sole expense, all materials, office space, and other necessities to perform their respective duties under this Agreement unless otherwise specified in writing. Method of Payment. Payment by Federal Way for the Services will only be made after the Services have been performed, a work order is submitted in the form specified by Federal Way, which work Qrder shall specifically describe the Services perfQrmed, the name of Kent's Fleet Services staff performing such Services, the hourly labor charge rate for such staff, and the same is approved by the Federal Way. Payment shall be made Qn a mQnthly basis, thirty (30) days after receipt of such work order. All work orders shall be subject to review for mutually agreed upon adjustments. Books and Records. Kent agrees to maintain books, records, and documents, which sufficiently and properly reflect all direct and indirect costs related tQ the perfQrmance Qfthe Services. These records shall be subject, at all reasonable times, to review by Federal Way. Contact Persons. The Parties stipulate that the following persons shall be the contact person for their respective jurisdictiQn. a. City of Kent: Kent Fleet Superintendent Kent, W A (253) 856-5680 b. City QfFederal Way: Quartermaster City of Federal Way Department of Public Safety 34008 9th Avenue South Federal Way, W A 98003-6791 12. Annual Review. The Parties agree to review semiannually the effectiveness of this Agreement and to evaluate performance. One such review shall occur approximately six months befQre the submission Qfthe operating budgets QfKent and Federal Way to aid the budget preparation process. 13. CQmpliance with Laws. Each party accepts resPQnsibility for compliance with federal, state, or local laws and regulatiQns. Interlocal Agreement Page 7 14. Indemnification. a. Kent IndemnificatiQn. Kent agrees to indemnify, defend and hQld the Federal Way, its elected officials, commissioners, officers, employees, agents, and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attQrney fees) to or by any and all persons or entities, including, withQut limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with this Agreement to the extent caused by the negligent acts, errors or omissions of Kent, its elected officials, cQmmissioners, officers, employees, agents, and volunteers, or by Kent's breach of this Agreement. b. Federal Way Indemnification. Federal Way agrees to indemnify, defend and hold Kent, its elected officials, commissioners, officers, employees, agents and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and attorney fees) to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from Qr connected with this Agreement to the extent caused by the negligent acts, errors, Qr Qmissions Qfthe City of Federal Way, its elected officials, commissioners, officers, employees, agents and volunteers, or by Federal Way's breach ofthis Agreement. c. Survival. The provisions ofthis IndemnificatiQn SectiQn shall survive the expiratiQn or tennination of this Agreement with respect to any event occurring prior to such expiration or tennination. 15. General Provisions. a. Entire Agreement. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior agreements shall be effective for any purpose. b. Filing. A copy Qfthis Agreement shall be filed with the City Clerks for Kent and Federal Way and recorded with the King County Auditor. c. Amendments. No provisiQn ofthis Agreement may be amended or mQdified except by written agreement signed by the Parties. d. Severability. If one or more Qf the clauses Qf this Agreement is found to be unenfofceable, illegal, Of contrary to public policy, the Agreement will remain in full force and effect except fQf the clauses that are unenfQfceable, illegal, Qf cQntrarytQ public policy. Interlocal Agreement Page 8 e. Assignment. Neither Kent nor Federal Way shall have the right to transfer Qr assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. f. Successors in Interest. Subject to the foregoing Subsection, the rights and obligations of the Parties shall inure to the benefit of and be binding UPQn their respective successors in interest, heirs, and assigns. g. Attorneys' fees. In the event either of the Parties defaults on the perfQrmance of any terms of this Agreement Qr either Party places the enforcement of this Agreement in the hands Qf an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. h. No waiver. Failure of Federal Way tQ declare any breach Qr default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. 1. Applicable Law. Washington law shall govern the interpretation of this Agreement. King County shall be the venue of any arbitratiQn or lawsuit arising Qut of this Agreement. J. Confidentiality. All informatiQn regarding Federal Way obtained by Kent in perfQrmance ofthis Agreement shall be considered confidential to the fullest extent allowable under the law. In the event that Kent receives a public recQrds request for records covered by or related to this Agreement, Kent agrees to provide Federal Way 14 days notice prior tQ Kent's release of any records. k. Authority. Each individual executing this Agreement on behalf of Kent and Federal Way represents and warrants that such individuals are duly authorized to execute and deliver the Agreement Qn behalf of Kent or Federal Way. 1. Notices. Any notices required to be given by the Parties shall be delivered at the addresses set fQrth belQw. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, PQstage prepaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. m. Performance. Time is Qfthe essence of this Agreement and each and all of its provisiQns in which performance is a factor. n. Equal Opportunity to Draft. The Parties have participated and had an equal opportunity to participate in the drafting of this Agreement, and the Exhibits, if any, attached. No Interlocal Agreement Page 9 ambiguity shall be construed against any party uPQn a claim that that party drafted the ambiguQus language. IN WITNESS WHEREOF the Parties have hereuntQ placed their hand and seals on the day and year indicated belQw. CITY OF KENT BY: Jim Date: Date: fjvJf/dY ATTEST: This L day Qf ~ ' 2oet. ~~c~ Brenda JacQber, CMC Kent City Clerk ~ ~dayof ,20~. . stine Green, CMC eral Way City Clerk Approved as to Form for City of Kent ~.~~m~ P:/OperationslFleetlFEDERAL WAY PROPOSAL/Interlocal agreement federal way.doc