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HomeMy WebLinkAboutBonney Lake Interlocal Agreement CITY OF AUBURN—CITY OF BONNEY LAKE INTERLOCAL AGREEMENT FOR PROVISION OF SALT BRINE THIS INTERLOCAL AGREEMENT(Agreement)made and entered into,pursuant to the Interlocal Cooperation Act, Chapter 39.34 of the Revised Code of Washington, .on the ��` day of ! _ 2018, by and between the CITY OF AUBURN, a municipal corporation of ' t State of ashington (Auburn), and the CITY OF BONNEY LAKE, a municipal corporation of the State of Washington(Bonney Lake). WHEREAS, Bonney Lake is in need of salt brine for pretreating streets and ice control; and WHEREAS,Auburn typically has excess salt brine and is willing to sell salt brine to Bonney Lake; and WHEREAS,the parties wish to enter into an agreement for the purchase and sale of salt brine. NOW, THEREFORE, in consideration of the mutual covenants,conditions and promises herein,the parties here�o agree as follows: 1, DURATION The term of this Agreement shall be for one (1) year, beginning on January 1, 2018 (the Commencement Date). Unless earlier terminated by either party, this Agreement shall automatically renew for one (1)year terms. In addition to any other termination provisions in this Agreement, either party may terminate this Agreement at any time, and for any reason, by providing thirty(30)days' written notice to the other party. 2. TERMS A. Salt brine shall be sold by the gallon, with a minimum required purchase of 1,000 gallons per load. B. T'he price per gallon of salt brine for 2018 shall be $030. The per-gallon price shall be determined by December 15�'for each subsequent renewal of this Agreement. C. Bonney Lake shall schedule any salt brine pick-up with Auburn,providing at least twenty- four(24)hours' notice. D. Boriney Lake shall schedule salt brine pick-up(s)prior to anticipated winter weather events sufficient to meet Bonney Lake's needs without additional pick-ups during winter weather events. E. Bonney Lake agrees that Auburn may refuse to sell salt brine to Bonney Lake in the event of salt brine unavailability, equipment failure, staff unavailability, or service demands during emergency events. INTERLOCAL AGREEMENT December 5,2017 Page 1 of 4 F. INSURANCE COVERAGE, INDEMNIFICATION, AND HOLD HARMLESS A. Bonney Lake shall maintain insurance coverage, whether through the commercial insurance market, an insurance pool, self-insurance, or a combination thereof, adequate to meet the obligations of this Agreement, including the indemnifications contained herein. B. Bonney Lake shall defend, indernn.ify, and hold harmless Auburn, its officers, officials, employees and volunteers from and against any and all claims, suits, actions, or li.abilities for injury or death of any person, or for loss or damage to property, which arises out of Bonney Lake's collection and use of salt brine, except only such injury or damage as shall have been oceasioned by the sole gross negligence or willful misconduct of Auburn. G. NOTICES Any notice, consent, approval or other communication given by either party to the other relating to this Agreement shall be in writing, sent by both electronic mail and certified mail,return receipt requested.Such notice may also be delivered by hand.If such notice is hand delivered or personally served, it shall be deemed effective immediately upon receipt. If sent by certified mail, return receipt requested, such notice shall be deemed given on the third business day following deposit in the United States mail, postage prepaid and properly addressed; if delivered by overnight courier, notice shall be deemed effective on the first business day following deposit with such courier;and if delivered by electronic communication,notice shall be deemed effective when sent. The notice addresses of the parties are as follows: To Auburn: City of Auburn Attn: Randy Bailey 25 West Main St. Auburn, WA 98001 Email:rbailey@auburnwa.gov To Bonney Lake: City of Bonney Lake Attn: Tod.d Bright ' 9002 Main St. E Bonney Lake, WA 98931 Email: brightt@ci.bonney-lake.wa.us H. MISCELLANEOUS A. Choice of Law: This Agreement shall be deemed to be made and construed in aceordance with the laws of the State of Washington. Jurisdiction and venue for any action arising out of this Agreement shall be in King County, Washington. INTERLOCAL AGREEMENT December 5,2017 Page 2 of 4 B. Captions&Headings: The captions in this Agreement are for convenience only and do not in any way limit or amplify the provisions of this Agreement. C. Relationship of the Parties: 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 is as set forth hereinabove. No provision of this Agreement shall relieve either party of its public agency obligations and/or responsibilities imposed by law. D. Severabilitv: If any ter�cn or provision of this Agreement or the application thereof to any person or circumstance shall,to any extent, be hel.d to be invalid or unenforceable by a fnal decision of any court having jurisdiction on the matter, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect, unless sueh court determines that such invalidity or unenforceability materially interferes with or defeats the purposes hereof, at which time either party shall have the right to terminate the Agreement. E. Integration: This Agreement constitutes the entire agreement between the parties as to the purchase and sale of salt brine.No modifications or amendments of this Agreement shall be valid or effective unless evidenced by an agreement in writing signed by both parties. F. Interpretation: Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. G. Force Majeure: No party to this Ageement shall be held responsible for delay or default caused by terrorism, natural disasters, riots, acts of god and/or war that is beyond the reasonable control of the parties. H. Waiver: The failure of either party at any time to requ.ire performance by another party of any provisions of this Agreement will in no way affect the party's subsequent rights and obligations under that provision,and waiver by any party of the breach of any provision of this Agreement shall not be taken or held to be a waiver of any succeeding breach of such provision or as waiver of such provision itself. L SIGNATURE IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. INTERLOCAL AGREEMENT December 5,2017 Page 3 of 4 CITY OF AUBURN CITY OF BONNEY LAKE cy Bac Auburn Mayar Nei ohnso , Bonney e Mayor Attest: Attest: ,���ti�� . �� Danielle Daskam, Auburn City Clerk arwood T. Edvalson, Bonney Lake City Clerk Ap e as t rm: Approved as to form: aniel B. Heid; burn City ttorney Kathleen Haggard, onney Lake City Attorney INTERLOCAL AGREEMENT December 5,2017 Page 4 of 4