Woodway Interlocal Agreement for Vehicle Maintenance ServicesInterlocal Cooperation Agreement for RECEIVED.
VEHICLE MAINTENANCE SERVICES
between JUR 012001
THE CITY OF EDMONDS {�Vl
and OFFICE OF THE MAYOR
THE TOWN OF WOODWAY
THIS 1NTERLOCAL AGREEMENT (hereinafter, "the Agreement" is entered into
under the authority of the Interlocal Cooperation Act, Chapter 39.34 RCW, between the City of
Edmonds (hereinafter "Edmonds"), a municipal corporation organized under the laws of the
State of Washington, and the Torn of Woodway (hereinafter "Woodway"), a municipal
corporation organized under the laws of the State of Washington (collectively 'the Parties"), to
provide for the periodic servicing and maintenance of vehicles owned by Woodway, and to
define the Parties' respective rights, obligations, costs and liabilities regarding this undertaking.
WliEREAS, Chapter 39.34 RCW authorizes two or more political subdiysions or units
of local government of the State of Washington to cooperate on a basis of mutual advantage to
provide for services and facilities; and
WI-TEREAS, the Parties mutually desire to establish a formal arrangement under which
Edmonds will provide periodic automotive maintenance services for vehicles owned by
Woodway; and
WHEREAS, the Parties desire to enter into this Agreement for the purpose of defining
their respective rights, obligations, costs and liabilities regarding this undertaking; and
1.WHEREAS, the Town Council of the Town of Woodway has taken appropriate action to
approve Woodway's entry into this Interlocal Agreement; and
WHEREAS, the City Council of the City of Edmonds has taken appropriate action to
approve Edmonds' entry into this Interlocal Agreement;
NOW, THEREFORE, in consideration of the terms, conditions and covenants contained
herein, or attached hereto and incorporated herein by reference, the Parties agree as follows:
Section 1. Purpose. The purpose of this Agreement is to establish a formal arrangement
under which Edmonds will provide periodic automotive maintenance services for vehicles
owned by Woodway. The terms, conditions, and covenants of this Agreement shall accordingly
be interpreted to advance this purpose. This Agreement further seeks to allocate and define the
Parties' respective rights, obligations, costs and liabilities concerning the establishment,
operatiori and maintenance of this undertaking.
Section 2. Term. This Agreement shall be effective upon May 1, 2001 after execution
by the Parties hereto. Unless terminated in accordance with Section 3, this Agreement shall
remain effective until December 31, 2006, when it shall expire automatically. The Parties may at
their option renew this Agreement for a mutually agreed upon term by a writing signed by both
Parties.
j 12L471384.DOC;1/00006.900175/1
Section 3. Termination. Either Party may terminate this Agreement with or without
cause by providing the other Party with 30 days written notice of its intent to terminate.
Termination shall not alter Woodway's payment obligations tinder Section 6 for services already
rendered and shall not alter the Parties' respective obligations under Section 11 of this
Agreement.
Section 4. Qbli_gations of EdmoJlds.. Edmonds agrees to:
A. Provide periodic automotive maintenance services for Woodway vehicles upon
Woodway's request. Such maintenance services may include, but are not limited
to, oil changing, engine tuning, tire rotation, replacement and pressure adjustment,
and other services as requested by Woodway and expressly agreed to by
Edmonds. Edmonds' obligation to service Woodway vehicles is limited by
Section 8 of this Agreement.
B. Inform Woodway upon receiving each vehicle to be serviced of the probable date
and time of completion for any automotive maintenance services project; notify
Woodway upon completion of any such project; and provide reasonable advance
notice to Woodway in the event of Edmonds' inability to meet a previously
indicated completion date.
C. Inform Woodway upon receiving each vehicle to be serviced of the estimated
time and cost of the services to be rendered. If further inspection of the vehicle
reveals that the time and cost of the necessary services will exceed the original
estimate by 30% or more, Edmonds shall notify Woodway of the increased
estimate and shall not perform any increased work until receiving Woodway's
consent to the revised estimate.
D. Provide Woodway with a separate invoice for each velucle serviced pursuant to
this Agreement itemizing all services performed.
E. Charge Woodway for all services performed pursuant to this Agreement in
accordance with Section 6.
Section 5. Obfigations of woodway. Woodway agrees to:
A. Provide Edmonds with 7 days advance notice of each request for automotive
maintenance services. Edmonds may at its sole discretion accept Woodway
vehicles upon lesser notice.
B. Transport each Woodway vehicle to be serviced under this Agreement to and
from Edmonds' Fleet Maintenance Facility, located at 7110 210`" Street SW in
Edmonds.
C. Retrieve each Woodway vehicle from the Edmonds Fleet Maintenance Facility
within 24 hours of receiving notification by Edmonds that such vehicle has been
serviced and/or is tendered for Woodway's retrieval.
(1ZL471384.DOC;1 /00006,9001751) 2
D. Provide written warning to Edmonds at the time any Woodway vehicle is
submitted for servicing if the vehicle is in any unusually dangerous condition.
E. Pay Edmonds in accordance with Section 6 of this Agreement for all automotive
maintenance services performed by Edmonds.
Section 6. Payment Schedule. The Parties agree to the following billing and payment
schedule:
A. Edmonds shall charge Woodway a fee of $48.00 per hour, exclusive of
replacement parts and materials, for routine automotive maintenance services
performed under this Agreement, said amount roughly approximating the actual
cost of providing such services. Replacement of automotive parts and necessary
materials, including but not limited to oil, tires and various vehicle fluids, shall be
billed separately to Woodway at cost plus any procurement expense incurred by
Edmonds. Any disposal fee incurred by Edmonds in disposing automotive parts
and materials from Woodway vehicles, including but not limited any hazardous
waste disposal charge, shall likewise be billed separately to Woodway at cost.
B. Within 14 days after completing an automotive servicing project on a Woodway
vehicle pursuant to this Agreement, Edmonds shall submit an itemized invoice to
Woodway listing the tasks completed, the hours expended, the automotive parts
replaced and the total charge to Woodway.
C. Within 14 days of receiving an invoice pursuant to subsection B above, Woodway
shall tender full payment to Edmonds for the full amount due under said invoice.
Section 7. Qwnershp and Disposition. of Property. Any automotive part on a Woodway
vehicle removed and/or replaced by Edmonds pursuant to this Agreement other than oil filters,
air filters, windshield wiper blades and tires shall remain the legal property of Woodway and
shall be retained, discarded or otherwise disposed of by Edmonds only with the consent of
Woodway.
Section 8. Priority of Vehicle Servicing: No Exclusive Service Arrangement Created.
The Parties understand that, notwithstanding this Agreement, the highest priority of the Edmonds
Fleet Maintenance Facility is and will remain the servicing and maintenance of vehicles owned
and operated by the City of Edmonds. In the event that Edmonds may from time to time lack the
capacity to expeditiously provide automotive maintenance services to Woodway requested
pursuant to this Agreement, Edmonds shall as soon as practicable notify Woodway of its present
inability to service Woodway vehicles and shall inform Woodway of the estimated time of delay
in servicing. Any such delay shall not constitute a breach of this Agreement. Upon receipt of
such notice from Edmonds, Woodway may at its discretion utilize another service provider for
the purpose of obtaining automotive maintenance services for Woodway vehicles. Nothing in
this Agreement shall be construed as requiring Edmonds to service any Woodway vehicle within
PZL471384.noc;1i00006.90017511
any particular time, or to establish Edmonds as the exclusive provider of automotive
maintenance services for Woodway vehicles.
Section 9. Liability for Vehicle Damage. Woodway shall exclusively bear all risk of
loss or damage to any vehicle submitted to Edmonds for maintenance servicing pursuant to this
Agreement while such vehicle is (a) in transit to and from the Edmonds Fleet Maintenance
Facility, or (b) stored at the Edmonds Fleet Maintenance Facility after 24 hours subsequent to
notification by Edmonds that the vehicle is ready for retrieval by Woodway. Liability for vehicle
damage occurring after Woodway submits and Edmonds accepts a vehicle for servicing but
before 24 hours have lapsed after Edmonds has directed Woodway to retrieve the vehicle shall
be allocated as provided in Section I 1 of this Agreement.
Section 10. Administration; No SeRarate Entity Created. No separate legal entity is
formed by this Agreement.
Section 11. Release., Indemnification and Hold Harmles$_,Agreement.
A. Edmonds agrees to protect, indemnify and save Woodway harmless from and
against any and all injury or damage to Woodway or its property, and also from
and against all claims, demands, and causes of action of every kind and character
arising directly or indirectly, or in any way incident to, in connection with, or
arising out of work performed under the terms hereof, caused by the fault of the
Edmonds, its agents, employees, representatives or subcontractors. Edmonds
specifically promises to indemnify Woodway against claims or suits brought
under Title 51 RCW by Edmonds' employees or subcontractors and waives any
immunity that Edmonds may have under that title with respect to, but only to, the
Iimited extent necessary to indemnify Woodway. Edmonds shall also indemnify
and hold Woodway harmless from any wage, overtime or benefit claim of any
Edmonds employee, agent, representative or subcontractor performing services
under this Agreement. Edmonds further agrees to fully indemnify Woodway
from and against any and all costs of defending any such claim or demand to the
end that Woodway is held harmless therefrom. Tlus paragraph shall not apply to
damages or claims resulting; from the sole negligence of Woodway. In situations
involving the sole negligence of Woodway or its employees, the Parties'
respective liabilities shall be as defined by the law of the State of Washington.
B. Woodway agrees to protect, indemnify and save Edmonds harmless from and
against any and all injury or damage to Edmonds or its property, and also from
and against all claims, demands, and causes of action of every kind and character
arising directly or indirectly, or in any way incident to, in connection with, or
arising out of work performed under the terms hercof, caused by the fault of
Woodway, its agents, employees, representatives or subcontractors. Woodway
specifically promises to indemnify Edmonds against claims or suits brought under
Title 51 RCW by Woodway's employees or subcontractors and waives any
immunity that Woodway may have under that title with respect to, but only to, the
limited extent necessary to indemnify Edmonds. Woodway shall also indemnify
(1ZL471164.DOC;1100006.90017511 4
and hold Edmonds harmless from any wage, overtime or benefit claim of any
Woodway employee, agent, representative or subcontractor performing services
under this Agreement. Woodway further agrees to fully indemnify Edmonds
from and against any and all costs of defending any such claim or demand to the
end that Edmonds is held harmless therefrom. This paragraph shall not apply to
damages or claims resulting from the sole negligence of Edmonds. In situations
involving the sole negligence of Edmonds or its employees, the Parties' respective
liabilities shall be as defined by the law of the State of Washington.
Section 12. Gpveming Law and Venue. This Agreement shall be governed by the laws
of the State of Washington. Any action arising out of this Agreement shall be brought in
Snohomish County Superior Court.
Section 13. No Employment Relationship Created. The Parties agree that nothing in this
Agreement shall be construed to create an employment relationship between Edmonds and any
employee, agent, representative or contractor of Woodway, or between Woodway and any
employee, agent, representative or contractor of Edmonds.
Section 14. Notices. Notices to Edmonds sliall be sent to the following address:
City of Edmonds
Director, Public Works Department
7110 210`1' Street SW
Edmonds, WA. 98026
Notices to Woodway shall be sent to the following address:
Town of Woodway
Chief of Police
23920 113th Place W.
Woodway WA 98020
Section 15. Duty to File Agreement With Count Auditor. Woodway shall, after this
Agreement is executed by both Parties but before the effective date provided in Section 2, file
this Agreement with the Snohomish County Auditor.
Section 16. Inte aeon. This document constitutes the entire embodiment of the
Agreement between the Parties, and, unless modified in writing by an amendment to this
Interlocal Agreement signed by the Parties hereto, shall be implemented as described above.
CITY OF EDMONDS
By:
Gary enson, Mayor
Date: _w _ -De
TON F WOODWrj,
0
By:�
Carla chols, Mayor
Date:
JZL471364.DQC,1100006.900175/1
FIRST ADDENDUM
to
Interlocal Cooperation Agreement for
VEHICLE MAINTENANCE SERVICES
between
THE CITY OF EDMONDS
and
THE TOWN OF WOODWAY
This First Addendum to the Interlocal Cooperation Agreement for Vehicle Maintenance Services
("Agreement") between the City of Edmonds ("Edmonds") and the Town of Woodway
("Woodway") is entered into by and between Edmonds and Woodway as of the date indicated
below.
I. RECITALS
WHEREAS, Edmonds and Woodway (collectively, "the Parties") entered into the
Agreement on June 6, 2001 for the purpose of establishing a formal arrangement under which
Edmonds would provide periodic automotive maintenance services for vehicles owned by
Woodway; and
WHEREAS, the Agreement required Woodway to reimburse Edmonds for said services
at the rate of $48.00/hr., exclusive of, inter alia, replacement automotive parts and materials,
procurement expenses; and disposal charges; and
WHEREAS, the Parties desire to preserve the framework of their contractual relationship
under the Agreement, but establish a new reimbursement rate for services rendered pursuant
thereto; and
WHEREAS, the governing bodies of both Parties have taken appropriate action to
approve the Parties' respective execution of this First Addendum;
NOW, THEREFORE, in consideration of the terms and conditions contained herein, or
attached and incorporated and made a part hereof, the Parties mutually agree as follows:
II. TERMS
Section 1. Amendment of Section 6 A of the AgLeement. Section 6(A) of the
Agreement is hereby amended to provide in its entirety as follows:
A. Edmonds shall charge Woodway a fee of $77.82 per hour,
exclusive of replacement parts and materials, for routine
automotive maintenance services performed under this o-&?e q
OAP bra -14 ; > . 0 6
{JZL554346.DOC;1/00006.900175/} 1
Agreement, said amount roughly approximating the actual
cost of providing such services. Replacement of
automotive parts and necessary materials, including but not
limited to oil, tires and various vehicle fluids, shall be
billed separately to Woodway at cost plus any procurement
expense incurred by Edmonds. Any disposal fee incurred
by Edmonds in disposing automotive parts and materials
from Woodway vehicles, including but not limited to any
hazardous waste disposal charge, shall likewise be billed
separately to Woodway at cost.
Section 2. Other Terms not Spperceded. This First Addendum modifies, but does not
supercede, the Agreement. Except as specifically stated in this First Addendum, each and every
term, covenant and condition of the Agreement shall remain in effect as if this First Addendum
did not exist and shall govern the modified terms contained in this Addendum. If the terms of
this First Addendum conflict with the terms of the Agreement, the terms of this First Addendum
shall control.
Section 3. Filinu. Within 10 days of the execution of this First Addendum by both
Parties, Woodway shall file a copy of the executed First Addendum with the Snohomish County
Auditor.
IN WITNESS HEREOF, the Parties have executed this First Addendum as of the last
date written below.
-tti
DONE this day of o , 2003.
CITY OF EDMO
By:
Maya ary&i�nson
ATTEST/AUTHENTICATED
" 'A4X--' "( &,.'
andra S. Chase, City Clerk
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
:1
W. Scott Snler
{JZL554346.DOC;1/00006.900175/1 2
TO
ATTEST/AUTHENTICATION:
By:
Lorraine Taylor, City Clerk
OFFICE OF THE CITY ATTORNEY:
By: ' l.—�-
1
{JZL554346.DOC;1/00006.900175/1
Ihc.18°10
ORIGINAL
CITY OF EDMONDS
PUBLIC WORKS DEPARTMENT • 7110 — 210TH ST. S.W. • EDMONDS, WA 98026
(425) 771-0235 • FAX (425) 744-6057 • WEB SITE: www.d.edmonds.wa.us
SECOND ADDENDUM
To
Interlocal Cooperation Agreement for
VEHICLE MAINTENANCE SERVICES
Between
THE CITY OF EDMONDS
And
THE TOWN OF WOODWAY
GARY HAAKENSON
MAYOR
This Second Addendum to the Interlocal Cooperation Agreement for Vehicle Maintenance Services
("Agreement") between the City of Edmonds ("Edmonds") and the Town of Woodway ("Woodway")
is entered into by and between Edmonds and Woodway as of the date indicated below.
I. RECITALS
WHEREAS, Edmonds and Woodway (collectively, "the Parties") entered into the Agreement
on June 6, 2001 for the purpose of establishing a formal arrangement under which Edmonds would provide
periodic automotive maintenance services for vehicles owned by Woodway; and
WHEREAS, the Agreement required Woodway to reimburse Edmonds for said services at the rate of
$48.00/hr., exclusive of, inter alia, replacement automotive parts and materials, procurement expenses, and
disposal charges; and
WHEREAS, the Parties desire to preserve the framework of their contractual relationship under the
Agreement, but revise the duration provisions and establish a new reimbursement rate for services
rendered pursuant thereto and filing options; and
WHEREAS, the governing bodies of both Parties have taken appropriate action to approve the
Parties' respective execution of this Second Addendum;
NOW, THEREFORE, in consideration of the terms and conditions contained herein, or attached and
incorporated and made a part hereof, the Parties mutually agree as follows:
II TERMS
SECTION 1. AMENDMENT OF SECTION 2 - TERM OF THE AGREEMENT.
The Term of the Agreement is hereby amended to provide in its entirety as follows:
Section 2. Term: The Agreement and this Second Addendum shall be effective upon full
execution of the Parties hereto. This agreement shall remain in effect for one year and shall
automatically renew for continuous one year periods of time unless terminated in accordance with
Section 3 of the original agreement or revised by a writing signed by both Parties.
Incorporated August 11, 1890
Sister City - Hekinan, Japan
SECTION 2. AMENDMENT OF SECTION 6 A OF THE AGREEMENT.
Section 6(A) of the Agreement is hereby amended to provide in its entirety as follows:
A. Edmonds shall charge Woodway a fee of $77.00 per hour, exclusive of replacement
parts and materials, for routine automotive maintenance services performed under this
Agreement, said amount roughly approximating the actual cost of providing such
services. Replacement of automotive parts and necessary materials, including but not
limited to oil, tires and various vehicle fluids, shall be billed separately to Woodway at cost
plus any procurement expense incurred by Edmonds. Any disposal fee incurred by Edmonds in
disposing automotive parts and materials from Woodway vehicles, including but not limited to
any hazardous waste disposal charge, shall likewise be billed separately to Woodway at cost.
SECTION 3.OTHER TERMS NOT SUPERSEDED:
This Second Addendum modifies, but does not supersede, the Agreement. Except as specifically stated in this
Second Addendum, each and every term, covenant and condition of the Agreement shall remain in effect as if
this Second Addendum did not exist and shall govern the modified terms contained in this Addendum. If the
terms of this Second Addendum conflict with the terms of the Agreement, the terms of this Second Addendum
shall control.
SECTION 4. FILING.
Pursuant to RCW 39.34.040 Within 10 days of the execution of this Second Addendum by both Parties,
Woodway shall file a copy of the executed Second Addendum with the Snohomish County Auditor. or in the
alternative this Second Addendum, may be listed by subject on the Woodway or Edmonds City web site or
other electronically retrievable public source.
IN WITNESS HEREOF, the Parties have fully executed this Second Addendum as of the last date written
below.
DONE this y A day of i- , 2008.
CITY OF EDMONDS
By: 4k��
MdyorGo Haakenson
PW ADNIINISTRATIOMTown Of Woodway-FLTTdmonds.Town of Woodway Addendum 2 revised.doe Page 2 of 3
ATTEST/AUTHENTICATED:
By:
Saiidra S. Chase, City Clerk
APPROVED S 1 R
OFFICE OF Ntk4f
By:
W. Scott Snyder, City Att y
TOW OF WOODWAY
4'
By:
Carla Nichols, a r,
ATTEST/AUTHENTICATED:
0off' a eiefeld, CMC, Ci Clerk,
'I awn of Woodway
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
sy
i ty Attorney
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