AG 04-164 - CITY OF KENT From:Jennifer Marshall <>
Sent:Thursday,June 9, 2022 9:23 AM
To: Lynette Allen <Lynette.Allen@cityoffederalway.com>
Cc: Stephanie Courtney<Stephanie.Courtney@cityoffederalway.com>;Taryn Weatherford
<Taryn.Weatherford@cityoffederalway.com>;Tonia Proctor<Tonia.Proctor@cityoffederalway.com>
Subject: RE: Contracts/Agreements - Deletions
I will update the MasterAG to mark them as expired (they will be shaded red)... their retention is 6
additional years after expiration so there will be no deleting. Probably just semantics, but I had to
make sure we are on the same page.
From:Tonia Proctor<Tonia.Proctorgcityoffed era lwa .com>
Sent:Thursday,June 9, 2022 9:17 AM
To: Lynette Allen <Lynette.Allen(�cityoffederalwa .com>
Cc: Stephanie Courtney<Stephanie.Courtney@cityoffed era lway.com>;Jennifer Marshall
<Jennifer.Marshal l@cityoffederalway.com>;Taryn Weatherford
<Taryn.Weatherfordgcityoffederalwa .com>
Subject: RE: Contracts/Agreements - Deletions
Thanks Lynette,
Taryn Weatherford is Melissa's replacement and she will be working on this as we move forward.
She will be law full-time as of June 16.
Tonia
From: Lynette Allen <Lynette.AllenL@cityoffederalwa .com>
Sent:Thursday,June 9, 2022 8:16 AM
To:Tonia Proctor<Tonia.Proctorgcityoffed era lwa .com>
Cc: Stephanie Courtney<Stephanie.Courtney@cityoffed era lway.com>;Jennifer Marshall
<Jennifer.MarshaII LcityoffederaIwa .com>
Subject: FW: Contracts/Agreements - Deletions
Tonia,
I was working with Melissa to clean up PD's AG agreement list. Not sure if anyone will be
working on this until Melissa's position is filled but please see the list below.
The following Contracts/Agreements have expired or will expire soon. They can be deleted.
• AG 18-148 WSP Facility Use Agreement expires June 30, 2022 - Delete
• AG 21-141 KC RSO Grant Agreement expires June 30, 2022 - Delete
o KC will initiate a new agreement for July 1, 2022—June 30, 2023
The following are old agreements no longer in effect. They need to be deleted.
• AG 1997-162 FWPS —Mark Twain Elem. School - Delete
• This has to do with Design & Development of property —it is way outdated—
even though it says permanent
• Not really sure why it's under PD, it was a Parks Agreement
• AG 2002-072 Washington State—DOC—Delete
o A new agreement was initiated AG 2005-019
• AG 2003-026—City of Kent—Shooting Range—Delete
o FWPD does not use this Shooting Range and this is way to old to leave open. If
we were to use,they would have to have a new agreement.
• AG 2004-046—Devon Brewer Research Agreement—Delete
o This research was for a period from 1997 to 2003
• AG 2004-164—City of Kent—Vehicle Equip Maintenance & Repair Service - Delete
o We do NOT use. I believe PW's makes the agreements now through Kurosky
• AG 2004-171 —WA State via KC—Delete
o This would have been completed a long time ago
• AG 2006-084—Okanogan County Jail—Delete
o We have not used in years —not sure why we would need a letter
• AG 2006-091 —SKF&R—Technical Rescue Trailer—Delete
o This has not been in effect for years.
• AG 2009-218 —VNET Task Force—Delete
o There was a new VNET Task Force Agreement in 2016 (AG 2016-136)
• AG 2019-068 —Issaquah Jail—Delete even though it says Ongoing
o We have a new Agreements starting 2021
Thank You
Lynette Allen
Chief's Office Manager
Federal Way Police Department
(253) 835-6701
lvnette.allen(&cityoffederalwa
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