City of Lynnwood Interlocal Agreement for Disposal of Biosolids Amendment 1of f VA.10 fS
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CONTRACT ROUTING FORM
Z Ori in�ator, _ Pamela Randolph
0 Departmentlbivislon: WWTP
Name of Consultant/Contractor: City of Lynnwood
' w CONTRACT TITLE:
1 o Disposal of Biosolids Amendment 1
No. 20211109
(City Clerk Use Only)
Routed by:
Michael Derrick
Date: 01 /20/2022
Type of Contract: (GR) Grants (1) Intergovernmental Agreement
^ ❑ (S} Purchase of Services } public Works
z - - -
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Bid/RFP Number:
Z
U Effective Date: 11 /09/2021 —_-_ Completion Rate
0 Has the original City contract boilerplate language been modified? OYes O No
If yes, specify which sections have been modified:
pDescription Biosolid disposal
U of Services:
Total Amount of Contract: $ 0.00
Budget# Amount: NTE
Budget # I Amount:
0
a Budget# Amount:
Z Are there sufficient funds in the current budget to cover this contract? E)Yes O No
Remarks:
LL Extension of ILA dated September 17, 2016
i Authorization Level: Mayor
w
1. PW Director
2. Risk Management/Budget
Z 3. City Attorney
0 H 4. Consultant/Contractor
5. Other
❑✓ 6. City Council Approval
Date (if applicable)
❑✓ 7. Mayor
2] 8. City Clerk
(L) Lease Aareement
Other
12/31 /2023
Nov 9, 2021
DocuSign Envelope ID: 738EA4E3-06E4-4624-948A-908062D9961E
AMENDMENT TO INTERLOCAL AGREEMENT FOR DISPOSAL OF BIOSOLIDS
BETWEEN
THE CITY OF EDMONDS AND THE CITY OF LYNNWOOD
This amendment ("Amendment") to the Interlocal Agreement for Disposal of Biosolids,
dated September 7, 2016 ("Agreement") by and between the City of Edmonds and the
City of Lynnwood is entered into by and between the parties thereto for the purpose of
extending the term of the Agreement.
Pursuant to the provisions of Section 3 of the Agreement ("Duration"), the parties wish to
document their mutual agreement to allow the Agreement to continue in effect for an
additional two-year term, which extends the term of the Agreement through December
31, 2023.
Except as modified herein, all provisions within the Agreement shall remain in full force
and effect and will govern this Amendment.
This Amendment may be executed in any number of counterparts, each of which shall be
deemed to be an original as against the party whose signature appears thereon, and all
of which shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the dates
written below:
Date: 01 /20/2022
ATTEST/AUTHENTICATED:
Scott Passey, City Clerk iEA'+-1e_ Fvtz
APPROVED AS TO FORM:
0�4� LInk.-_
Office of the City Attorney
CITY OF LYNNWOOD
m a(A �Mi{{c,
Nicola Smith, Mayor
Date: 11/2/2021
ATTEST/AUTHENTICATED:
Karen Fitzthum, City Clerk
APPROVED AS TO FORM:
1Q6sumavY (, 6VU
Rosemary Larson, City Attorney
Page 1 of 1
DocuSign Envelope ID: F21B247E-4E1E-4021-AC09-AD28E839F4D1
INTERLOCAL AGREEMENT FOR DISPOSAL OF BIOSOLIDS
BETWEEN
THE CITY OF EDMONDS AND THE CITY OF LYNNWOOD
THIS AGREEMENT is made this '70' day of September, 2016, by and
between the City of Edmonds (hereinafter "Edmonds") and the City of Lynnwood
(hereinafter "Lynnwood").
WHEREAS, Edmonds has the facilities and expertise to treat and dispose of
biosolid waste; and
WHEREAS. Lynnwood is in need of such facilities and expertise;
NOW, THEREFORE, in consideration of the mutual promises set forth herein, it is
agreed by and between the parties as follows:
TERMS
1. Description of Program. am. Edmonds agrees to handle the disposal and
treatment of biosolids delivered by Lynnwood in accordance with the terms and conditions
attached as Exhibit A and incorporated by this reference as if set forth in full. The City of
Edmonds, as operator of the plant, specifically reserves as set forth below the right to
terminate this Agreement at any time and the City of Edmonds will terminate this
Agreement, when, in its sole discretion, it determines that the disposal of solids hereunder
would interfere with the smooth, efficient and cost effective operation of the secondary
sewage treatment plant.
2. Payment.
A. When charges are pending, Edmonds shall submit a monthly
payment invoice to Lynnwood for services to date, and Lynnwood shall make payments
within thirty (30) days after the submittal of the invoice.
B. If Lynnwood objects to all or any portion of any invoice, it shall so
notify Edmonds within thirty (30) days from the date of receipt and shall pay the portion of
the invoice not in dispute. The parties shall immediately make every effort to settle the
disputed portion. If they are unable to resolve their dispute, the parties agree to use an
alternative dispute resolution procedure to resolve their differences.
C. The prices to be paid are set forth in the attached Exhibit A which has
been incorporated by this reference as fully as if herein set forth. The charge for disposal of
biosolids set forth in such Exhibit may be amended by the provision of thirty (30) days
prior written notice from Edmonds to Lynnwood. Upon receipt of such notice, Lynnwood
may terminate this agreement or, by continuing to ship biosolids for disposal, agree to the
amendment of this agreement to incorporate such new and higher charge. In such event,
Exhibit A shall be deemed amended to incorporate such new charge.
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DocuSign Envelope ID: F21B247E-4E1E-4021-AC09-AD28E839F4D1
3. Duration. This Agreement shall become effective upon execution and shall
remain in effect for an initial term until December 31, 2021. Unless terminated as provided
below, the Agreement may continue in effect at the mutual agreement of the parties for up
to two additional two-year terms to expire December 31, 2023 and December 31, 2025.
4. Termination. Either party may terminate this Agreement at any time upon
sixty (60) days' written notice. Edmonds reserves the right to refuse or suspend any
biosolid delivery from Lynnwood at any time and for any length of time in accordance with
plant operational needs. Paragraphs 2 and 5 shall survive termination of this Agreement.
5. Indemnification and Hold Harmless. It is understood and agreed that this
Agreement is solely for the benefit of the parties hereto and gives no right to any other
party. No joint venture or partnership is formed as a result of this Agreement. Each party
hereto agrees to be responsible and assumes liability for its own negligent acts or
omissions, and those of its officers, agents or employees, while performing work pursuant
to this Agreement, to the fullest extent required by law, and agrees to save, indemnify,
defend, and hold the other party harmless from any such liability. In the case of
negligence of multiple parties, any damages allowed shall be assessed in proportion to the
percentage of negligence attributable to each party, and each party shall have the right to
seek contribution from the other party in proportion to the percentage of negligence
attributable to the other party.
6. Miscellaneous Disclosures as Required by RCW 39.34.030. No separate
legal entity shall be created by this Agreement, and each party hereto shall be responsible
for its own budgeting of funds transferred under this Agreement. No property shall transfer
ownership or be jointly owned as a result of this Agreement. Edmonds shall serve as the
administrator of this Agreement.
7. Entire Agreement. The written provisions and terms of this Agreement,
together with all Exhibits attached hereto, shall supersede all prior verbal statements of
any officer or other representative of the parties, and such statements shall not be effective
or be construed as entering into or forming a part of, or altering in any manner
whatsoever, this Agreement.
8 Modification. No waiver, alteration or modification of any of the provisions of
this Agreement shall be binding unless in writing and signed by duly authorized
representatives of Edmonds and Lynnwood.
9, Waiver. Failure to insist upon strict compliance with any terms, covenants or
conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or
relinquishment of such right or power at any time be taken to be a waiver of any other
breach.
10. Governing -Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Washington. Any suit brought by either
party arising out of this Agreement shall only be maintained in a court of competent
jurisdiction in Snohomish County, Washington
- 2-
DocuSign Envelope R F21B247E-4E1E-4021-AC09-AD28EB39F4D1
EXHIBIT A
The City of Edmonds agrees to assist the City of Lynnwood with its biosolids disposal
needs. Our approval is based upon the following conditions:
• Shipments will be received at a time agreed to by both agencies at least 24 hours in
advance.
• The delivery route to the Edmonds Wastewater Treatment Plant (WWTP) will be from
SR 104 west, right on Dayton Street, right on Second Avenue South.
• Lynnwood will be charged $0.40 per dry pound.
• Test results performed at Edmonds WWTP will be used for billing. The method for
calculating the quantity received will be as follows: Lynnwood will split a sample taken
during each tanker loading destined for the Edmonds WWTP. The biosolids hauler
will deliver a sample to the Edmonds WWTP for solids concentration analysis.
Quantity of liquid biosolids received will be measured using the flowmeter at the plant.
Edmonds WWTP personnel will log all deliveries and pounds received each day.
• Edmonds WWTP will be responsible for unloading deliveries.
• If the solids concentration generated from Lynnwood changes significantly, Edmonds
WWTP will be notified in advance.
• The City of Edmonds reserves the right to refuse deliveries if plant storage tank
capacity is threatened.
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DocuSign Envelope ID: F21 B247E-4E1 E-4021 -AC09-AD28E839F4D1
11. Filin . This Agreement shall be filed with the Snohomish County Auditor
as required by RCW 39.34.040.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year above written.
ATTEST/AUTHENTICATED:
S O PASSE ,CITY LERK
S*66P
APPROV AS TO FORM.
OFFICE OF THE CITY ATTORNEY
CITY OF EDMONDS:
ID O. EARLING,
CITY OF LYNNWOOD
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cuBigned by:
Mayor
?06fl2/9/2017
ATTEST/AUTHENTICATED:
Doc"'
by:
Sb a. 2/10/2017
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APPROVED AS TO FORM:
E]ocu5igned by:
r6st LAMV" 2/9/2017
WeOD CITY ATTORNEY
Rosemary Larson
KGRI