HomeMy WebLinkAbout2635 - Kenmore, City of - Agreement - Outdoor Video Services - Movies in the ParkTERLOCAL AGREE 1E T BETWEE.
THE ClTY OF KENMORE
AND THE CITY OF M RYSVILLE
FOR OUTDOOR VIDEO SERVICES
Th is Intcrlocal Agreement effective Marc h 21, 2022 between the City of Kenmore, a Washington
muni cipal corporati on, herei n after referred to as "KENMORE" and the City of Marysvi lle, a
Washington municipa l corporation. herein afte r refcned to as "MARYSVILLE", pur uant to the
au thority granted by Chap ter 39.34 RCW.
W HEREAS, the City of KE 'MORE the organizer/host jurisdiction of outdoor movie
presentations which hall be selected, provided and licensed by City of KE MORE and presented on
July 26, 2022: and
WHEREAS, the City of KE MORE is th e owner of the property where the movie wi ll be. hown to
the community for free; and
W HEREAS, the City or M RY VILLE has suflici ent OUTDOOR VIDEO equipment , staff and
vehicle to provide OUTDOOR VIDEO SERVIC ES for public event · within the City of Marysville
and for other Cities as well: and
W HEREA . the City of KE MO RE desires to utilize the City of M RY VILLE'S OUTDOOR
VIDEO SER VICES; and
W HEREAS, this Agreement between Patt ies is made pur uant to Chapter 39.34 RCW, the
lnterlocal Cooperati on Act, for the City of MARYSVILLE to provide OUTDOOR VIDEO
SE RVICES to the City of KE MORE Lo exerci e their powers jointly and thereby maximize their
abilitie to provide services and fac il ities tha t will best fulfi ll common needs and achieve common
goals.
NOW, THEREFORE, in consideration of the tenm and condit ions contained herein, KENMORE
and MARYSVILLE agree as follows:
l. SCOPE OF SERVICES
A. MA RY SVILLE agrees to provide OUTDOOR VIDEO SERVICES to KENMORE a
defined in thi Agreement. MARYSVILLE'S performance of aid services under this
Agreement may be limited by the availabili ty of MARYSVILLE'S personnel and
equipment. MARYSVILLE will notify the City of KE MORE at least 48 hour
before the event if it i not able to provide personnel and or equipment.
I. MARYSVILLE will provide OVTDOORVIDEO SERVICES to KENMORE.
2. MARYSVILLE will provide the video and audio equipment inc luding movie
screen, personnel and ve hicles to transport the equipment and personnel to
ORIGINAL
KENMORE. MARYSVILLE personnel will operate the video equipment and
vehicles.
8. KENMORE will provide the following:
1. An,a(1th6rized loca_tion.
2. Two (2) 20 amp circuits for even.t power.
3. Other services/personnel.
C. The date for video-services (FILM) will be:
1. T(1csday, July 26, 2022
E lt is understood and agreed by all patties that MARYSVILLE staffprovidii1g services
pursuant to this Agreement are acting in their official capacity as employees of
MARYSVILLE an.d shall be under the exclus.ivc direction and control of
MARYSVILLE.
It is understood and agreed by all parties that KENMORE staff providing scrv.iccs
pursuant to this Agreement are acting in their official capacity as employees of
KENMORE and shall be under the exclusive direction and control of KENMORE.
F. 15.ENMORE and MARYSVIL,LE agree to cooperate\vith all terms and cqndition~ of
this Agreement. and shall furnish any information, or other material available to it as
may be required in the course of the perfo1111ance of this Agreement.
G. KENMORE, by this Agreement, and to the extent contained herein, delegates on.an
as needed, as requested basis to MARYSVILLE the authority to pcrforin on
KENMORE'S bchalfthosc services as provided in this Agreement.
2. COMP EN SA TI ON/FEES
A. KENMORE will pay MARYSVILLE per perfol'"mance for the. use of the employees,
equipment and vehicles in the amount of $750.{i0 per date.
8. KENMORE will pay MARYSVILLE 25% of the event fee in the event KENMORE
cancels an event with kss than l 4 hours phone nqtice to MARYSVILLE as provided
in Section 8 (C) (2) of this Agreement. ·
C. MARYSVILLE.shall bill KENMORE and KENMORE shall pay MARYSVILLE
within thirty (30) days receipt of the bilL
3. AMENDMENTS/MODIFICATION
.Provisions within this Agreement may be amended with the mutual consent of the parties.
hereto. No additioi1s to, or alterations of, the terms of this AgreemenLshali be valid unless
made in writing, fomially approved and executed in the same manner as this Agreement.
4. INDEMNIFICATION AND:LIABILITY
A. Indemnification:
I. KENMORE will at all times indemnify and hold harmless and defend
MAR YSViLLE, their elected officials; officers, employees, agents and
representatives, fro1n and against any a11d ail lawsuits, damages, costs,
charges, expenses, judgments and liabilities, including attorney's fees
(including attqmey's fees in establishing indemnification), collectively
referred to herein as "losses" resulting from, arising out of; or related to one
ori11ore claiti1s arising out of negligent acts, en-ors, 01' oi11issions of
KENMORE in performance under this agreement.
2. MARYSVILLE will at all times i11demnify and hold harirtless and defend
KENMORE, their elected officials, officers, employees, agenfs·and
representatives, from and against any and all lawsuits, dainages, costs,
charges, expenses, judgments and liabilities, including attorney's fees
(including attorney's fees in establishing indemnificatiori), collectively
refened to herein as "losses" resulting-from, arising out of, or related to one
or more claims arising out of negligent acts, ei"rors, or 0J'nissions of
MARYSVILLE in performance under this agreement.
3. The term "claims" as used herein shall mean all claims, lawsuits, causes of
action, and other legal actions and proceedings of whatsoever nature,
involving bodily or personal inju1y or death of any person or damage to any
prope1ty including, but not limited to, persons employed by MARYSVILLE,
KENMORE, or other person and all property owned or claimed by
MARYSVILLE, KENMORE, or affiliate of thereof, or any other person;
except for those losses or claims for damages solely caused by the negligence
or willful misconduct of MARYSVILLE or KENMORE, their elected and
appointed officials, officers, employees or agents.
B. NOTHING HEREIN SHALL REQUIRE OR BE INTERPRETED TO:
I. Waive any defense arising out of RCW Title 51
2. Limit or restrict the ability of any City or employee or legal counsel for any
City or employee to exercise any right, defense or remedy which a patty to a
lawsuit may have with respect to claims or third parties, i1idudirtg, but not
limited to, any good faith attempts to seek dismissal or legal claims against a
paity l;>y any proper means allowed under the civil rules in either state or
federal court.
3. Cbveror require indemnification or pay,;nent of any judgment against any
individual or Patty for intentional or wrongful conduct oµtside the scope bf
employment ofany individual or for any judgment for punitive damages
against any individual or city. Payment ot punitive damage awards, fines or
sanctions shall be the sole responsibility of the individual agai1ist vihoin said
judgment is rendered and/or his or her municipal employer, should that
employer elect to make said payment volm)tarily. This agreeme,1t <:loes not
require indemnification of any punitive damage awards or for any order
imposing fines or sanctions.
C. The provisions of this sectio_n shall survive the expiration or tem1ination of the Agreement.
5. INSURANCE
A. Both parties to this Agreement shall maintain public liability insurance either
through the Washington Cities Insurance Authority (WCIA) or thfo(1gh an equivalent
combination of self-insurance and appropriate insurance. coverage and shall maintain
their inembership in WClA or their in,s.urance policies throughout the te_rm ot'this
Agreement.
B. Such insurance shall not be reduced or canceled ,vithout fo11y-five (45) days written
notice from the other paity. Reduction or canc"e!Jation of the insurance sluillrender
this Agreement void.
C. Upon request by one patty to the other, the party receiving such request shall provide
to the party making such request proof of insurmwe coverage or membei'ship in
WCIA verifying that party is a covered member in good standing.
6. INDEPENDENT CONTRACTOR
A. Nothing herein contained shall be construed as creating the relationship of employer
and employee, or principal and agent. between KEN MORE and MARYSVILLE or
any of KENMORE'S or MARYSVILLE's agents .or employees.
KENMORE shall retain all authority for rendition of services, standards of
performance, control of personnel, and other matters incident to the performance of
services by KENMORE pursuant to this Agreeri1ent.
MARYSVILLE shall retain all authority for rendition of services, standards of
performance, control of personnel, and other matters incident to the performance of
services by MARYSVILLE pursuant to this Agreement.
B. Nothing in this Agreement shall make any employee of KENMORE a
MARYSVILLE employee for any purpose, including, but not limited to, withholding
of taxes, payment of benefits, worker's compensation pursuant to Title 51 RCW, or
any other rights or privileges accorded KENMORE or eniployees by vittue of their
employment.
Nothing in this Agreement shall make any employee of MARYSVILLE a
KENMORE employee for any purpose, including, but not limited to, withholding of
taxes, paymc11t of benefits, worker's compensation pursuant to Title 51 RC\V, or any
other fights or privileges accorded MARYSVILLE employees by virtue of their
employment. ·
7. LEGAL RELATIONS
A. The prevailingParty in.any action to enforce any provision of this.Agreement or to
redress any brea.ch ·hereOf shall be entitled to recover from the other party its cost!';
and reasonable attorney' fees incun-ed in such action.
8; The Parties sha11 comply with all federal, state and local laws. and ordinances
applicable to. work.to be done under this agreement. This Agtecment shaU be
intt!1'pi:eted and ,cphstrued in accordance with thl!laws of Washington. Venue fo1· any
action commenced relating tO'the interpretation, breach or enforcement of this
agreement shall be i11 Snohomish County Superior Court.
C. The pll1ties agr,ee that, following reasonabl.e attempts at negotiatioi1 and comprpmise,
any unresolved dispute arising under this contractmay be resolved by a mutt.ially
agreed ui,on alternative dispute resolution ofarbittation or mediation.
8. PURA TION/TERMINATION/NOTICE/EMERGENCY NOTICE
A. This Agreement will become effective on the.date of affixing the last signature hereto
and sl1all. remain in effect for a period of six 11,qilths, subje·ct to renewal.
B. Either paiiy may terminate this Agreement, for any reason, upon. providing thirty (30)
days \Vrillen notice to the other party, in which.case each City shall pay the other City
for all services provided up to and including the date of tem11rration.
C. Notices
I. Required notices, with the exception of legal process, shall be given in writing to
the follo\ving respective addresses: ·
City of MARYSVILLE:
.6915 Annar Road
Marysville, WA 98270
City of KENMORE:
18120 68th Ave NE
Kenmore, WA 98028
2. Event Cancellatim; Notice via Phone/Emergency Contact:
The below named individuals are designated as the representatives of the respective
pai1ies. The representatives shall be responsible for administration of ihis
Agreement. In the event a representative is changed, the party making the
change shall notify the other pa11y.
MARYSVILLE:
Narne: Chris Taylor, Culturi1l Arts Stipervisor
PhoneNumber: 360-'363-8408
KENMORE:
Name: StephanieJ3rown, Volunteer and Events SuperVis9r
Phone Number: 425-398-8900
D. Termination shall not affect the rights and obligations of the parties under Sections 4,
5, 6 and I I of this Agreement.
9. WAIVER
No term·or provision herein shall be waived and no. breath excused unlesfsoch. waiver qr
consent shall be in writing and signed by the party claimed to have waived or consented.
10. ENTIRE.AGREEMENT
This Agreement, including any exhibits and documents referenced herein, c9nstitutes the
entire agreement between the parties, and supersedes all proposals, oral or written, between
the parties regarding plan review and inspection services.
11. PRIVILEGES AND IMMUNITIES
All privileges and immunities from liability, exemption from ordinances, rules, la,vs, all
pension, disability, workers' compensation and other benefits which apply to the activities of
MARYSVILLE employees while perfom1ing their functions within the territorial limits of
MARYSVILLE shall apply to them to the same degree and extent while they are engaged in
the performance of any of their authorized functions and duties within KENMORE under the
provisions of this Agreement.
12. THIRD PARTY BENEFICIARY STATUS
The parties agree that this Agreement shall not confer third-party beneficiary status on any
non-pai1y to this Agreement.
13. SEVERABILITY
If any provision of this Agreement or its application to any person or circumstance is held
invalid, the remainder of the provision and/or the application of the provisions to other
persons or circtimstances shall not be affected.
14. APPROVAL AND FILING
APPROVAL AND FILING. Each party shall approve this Agreement purst1ant to the laws of
the governing body of said party. The attested signature of the officials identifieq below shall
constitute a presumption that s_uch approval was pfoperly obtained. A copy of this Agreement
shall be filed with the Snohomish County Auditor's office pursuant to RCW 39.34.040.
(REMAINDER OF PAGE LEFT INTENTION ALL YBLANK.)
IN WTT ESS WHE REOr-. th!:! partie have signed thi Agreement. effect iv' on the date indicated
below.
CITY OF M RYSVILLE CITY OF KENMORE
ROB KAR.LINSEY ity Manager
Date: March 31, 2022
Attest: Attest:
~ GE~EVJEVE GEDDIS Deputy City lerk City !erk
Appro ed a to form: Approved as to form:
~-L?
JON WALKER City Attorney
Attorney for the City of MARYSVILLE
City Attorney
Attorney for City of KE 1MORE
(Contracted through lnslec Best)