Loading...
City of Lynnwood Interlocal Agreement for Perrinville Creek Watershet Stormwater Retrofit Feasibility ProjectDocusign Envelope ID: 9A73E50D-BAF5-4755-827E-C801EEE7ACOF of L L)tiFo1 CONTRACT ROUTING FORM M (City Clerk Use Only) Z Originator: Mike De Lilla Routed by: Emiko Rodarte O Department/Division: Public Works /Engineering Date: 06/27/2024 a Name of Consultant/Contractor: City of Lynnwood CONTRACT TITLE: c ILA - Perrinville Creek Watershed Stormwater Retrofit Feasibility Project Type of Contract: (GR) Grants (1) Intergovernmental Agreement I-- I I (S) Purchase of Services �/ (W) Public Works Z Lu z Bid/RFP Number: E24FB/C623 0 Effective Date: 06/25/2024 ciHas the original City contract boilerplate language been modified? I.- If yes, specify which sections have been modified: 0 Description V of Services: Total Amount of Contract: $ 0.00 1 (L) Lease Agreement Completion Date: 12/31/2026 Budget # Amount: N J Budget # Amount: w c J Budget # Q Amount: V Z Are there sufficient funds in the current budget to cover this contract? Q Yes O No Q Z Remarks: Authorization Level: � Mayor W ❑ 1. Project Manager Q ❑ 2. Risk Management/Budget Z 3. City Attorney 4. Consultant/Contractor y p 5. Other �✓ 6. City Council Approval Date (if applicable) Q 7. Mayor 8. City Clerk City of Lynnwood 06/25/2024 Docusign Envelope ID: 9A73E50D-BAF5-4755-827E-C801EEE7ACOF INTERLOCAL AGREEMENT CITY OF EDMONDS AND CITY OF LYNNWOOD Perrinville Creek Watershed Stormwater Retrofit Feasibility Project THIS INTERLOCAL AGREEMENT ("Agreement") is entered into by and between the City of Edmonds, Washington ("Edmonds") and the City of Lynnwood, Washington ("Lynnwood") (individually, a "Party" and collectively, the "Parties") as of the date entered below. RECITALS WHEREAS, Chapter 39.34 RCW authorizes two or more political subdivisions 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 WHEREAS, Edmonds is undertaking a water quality improvement project known as the Perrinville Creek Watershed Stormwater Retrofit Feasibility Project (the "Project"), which consists of the development of a feasibility assessment report of the 764-acre watershed and the evaluation of the top priority sites for potential stormwater treatment facilities, to include geotechnical exploration; the development of pre -designs and cost estimates for approximately six stormwater treatment facilities; and the development of an implementation plan; and WHEREAS, Edmonds plans to fund the Project in part with grant funding it has received from the Washington State Department of Ecology ("DOE") through a Water Quality Combined Financial Assistance Agreement ("DOE Grant Agreement"), attached hereto as Attachment 1 and incorporated herein by this reference; and WHEREAS, the total cost of the Project is $552,000.00; the DOE Grant Agreement provides funding in the amount of $469,200.00; and the amount of Grant matching funds needed is $82,800.00; and WHEREAS, approximately 552 acres of the Perrinville Creek Watershed lie within the city limits of Lynnwood, as described and depicted on Attachment 2, attached hereto and incorporated herein by this reference; and WHEREAS, Edmonds and Lynnwood have agreed to work together to undertake the Project in accordance with the terms of the DOE Grant Agreement for the benefit of both; 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 WHEREAS, the City Council of the City of Edmonds has taken appropriate action to approve Edmonds' entry into this Agreement; and WHEREAS, the City Council of the City of Lynnwood has taken appropriate action to approve Lynnwood's entry into this Agreement, if necessary; NOW, THEREFORE, in consideration of the terms, conditions and covenants contained herein, Edmonds and Lynnwood agree as follows: 1 Docusign Envelope ID: 9A73E50D-BAF5-4755-827E-C801EEE7ACOF TERMS Section 1. Requirements of the Interlocal Cooperation Act, Chapter 39.34 RCW. A. Purpose. The purpose of this Agreement is to establish a formal arrangement under which Edmonds will undertake the Project pursuant to the terms of the DOE Grant Agreement, Edmonds and Lynnwood will share the DOE Grant Agreement funds, and Lynnwood will pay Edmonds matching funds in support of the Project. The terms, conditions and covenants of this Agreement will 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 Project. B. No Separate Entity. The Parties agree that no separate legal or administrative entity is necessary to carry out this Agreement. C. Ownership of Property. Except as expressly provided to the contrary in this Agreement, any real or personal property used or acquired by either Party in connection with the performance of this Agreement will remain the sole property of such Party, and the other Party will have no interest therein. D. Administrators. Each Party to this Agreement will designate an individual ("Administrator"), which may be designated by title or position, to oversee and administer that Party's participation in this Agreement. The Parties' initial Administrators will be: Edmonds' Administrator: L_ynnwood's Administrator: City Engineer Deputy Public Works Director 121 5t' Ave 19100 44t' Avenue W. Edmonds, WA 98020 P.O. Box 5008 Lynnwood, WA 98046-5008 Either Party may change its Administrator at any time by delivering written notice of such Party's new Administrator to the other Party. Section 2. Term. This Agreement will be effective upon filing with the Snohomish County Auditor in accordance with Section 17 below. Unless terminated in accordance with Section 3, this Agreement will remain in effect until Edmonds' completion of the Project pursuant to the DOE Grant Agreement. Section 3. Termination. The terms of the DOE Grant Agreement providing partial funding for the Project require that Edmonds undertake certain obligations, as set forth below. Pursuant to this Agreement, Edmonds will depend on Lynnwood's continued participation in the Project as set forth below. Therefore, except as expressly provided herein, Lynnwood will remain bound by the terms of this Agreement and will take no action without the consent of Edmonds to terminate the same prior to the completion of the Project pursuant to the DOE Grant Agreement. Either Party may terminate this Agreement with cause by providing the other Party with thirty (30) days' written notice of its intent to terminate. Termination or expiration will not alter the payment obligations under Section 6 for services already rendered and will not alter the Parties' respective obligations under Section 10 of this Agreement. Section 4. Obligations of Lynnwood. Lynnwood agrees to: A. Accept fifty percent (50%) of the DOE Grant Agreement funds (in the amount of $234,600.00) and in turn provide Edmonds with a minimum of fifteen percent (15%) matching funds for the Project (in the amount of $41,400.00). Docusign Envelope ID: 9A73E50D-BAF5-4755-827E-C801EEE7ACOF B. Provide periodic payments to Edmonds, pursuant to Section 6 of this Agreement. C. Respond promptly to information requests submitted by Edmonds or its agents regarding the Project work. D. Coordinate all concerns and issues through the Edmonds Project Manager. Section 5. Obligations of Edmonds. Edmonds agrees to: A. Assume full responsibility for the implementation of the Project, including any portion of the Project that impacts property within the city limits of Lynnwood, and including but not limited to securing all necessary personnel, consultants, contractors and subcontractors, equipment, materials and services and otherwise do all things necessary for or incidental to the performance of the work for the Project as set forth in the DOE Grant Agreement's Scope of Work. B. Undertake the Project in accordance with federal, state, and local laws, regulations, policies and standards. C. Provide Lynnwood with fifty percent (50%) of the DOE Grant Agreement funds (in the amount of $234,600.00) and expend a minimum of fifteen percent (15%) matching funds for the Project (in the amount of $41,400.00). D. Submit to Lynnwood written invoices for payment in accordance with Section 6. E. Respond promptly to information requests submitted by Lynnwood or its agents regarding the Project work. F. Provide Lynnwood personnel reasonable access to the Project area for purposes of inspecting and monitoring the progress of the work. Section 6. Payment Schedule. The Parties agree to the following billing and payment schedule: A. Edmonds will, within sixty (60) days of its receipt of invoices for Project costs, submit an invoice to Lynnwood for its share of said costs. Said invoice will contain a reasonably detailed explanation of the Project tasks and work performed. B. Within thirty (30) days of receiving any undisputed invoice pursuant to subsection 6.A, Lynnwood will tender payment to Edmonds in the form of a check, money order or other certified funds for the invoiced amount. In the event that the Parties disagree regarding Lynnwood's share of any cost incurred by Edmonds regarding the Project, the Parties may agree to submit the question for resolution by a mediator or arbitrator acceptable to both Parties. Section 7. Claims and Disputes. If claims for additional payment are made by a consultant or contractor, Edmonds will endeavor to resolve the claims/disputes. Provided however, Edmonds will obtain Lynnwood's approval prior to resolving the claims/disputes. Lynnwood will participate in resolving claims/disputes as necessary. Docusign Envelope ID: 9A73E50D-BAF5-4755-827E-C801EEE7ACOF Section 8. Project Completion. Upon completion of the Project to Edmonds' satisfaction, resolution of all claims for additional payment, and completion of any contract closeout documents, Edmonds will provide notice to the Lynnwood Deputy Public Works Director of the completion of the Project. Any necessary approval/acceptance of the Project by the Lynnwood City Council will be the responsibility of Lynnwood staff. Section 9. Ownership and Disposition of Property. Nothing in this Agreement is intended to affect the real property ownership rights of either Party. All real property within each Party's city limits will remain the exclusive property of that Party. Section 10. Release, Indemnification and Hold Harmless Agreement. A. Each Party to this Agreement will be responsible for its own negligent and/or wrongful acts or omissions, and those of its own agents, employees, representatives, contractors or subcontractors, to the fullest extent required by the laws of the State of Washington. Each Party agrees to protect, indemnify and save the other Parry harmless from and against any and all such liability for injury or damage to the other Party or the other Parry's 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 its own fault or that of its agents, employees, representatives, contractors or subcontractors. B. Edmonds specifically promises to indemnify Lynnwood against claims or suits brought under Title 51 RCW by its own employees, contractors or subcontractors, and waives any immunity that Edmonds may have under that title with respect to, but only to, the limited extent necessary to indemnify Lynnwood. Lynnwood specifically promises to indemnify Edmonds against claims or suits brought under Title 51 RCW by its own employees, contractors or subcontractors, and waives any immunity that Lynnwood may have under that title with respect to, but only to, the limited extent necessary to indemnify Edmonds. Section 11. Insurance. Each Party will maintain its own insurance and/or self-insurance for its liabilities from damage to property and/or injuries to persons arising out of its activities associated with this Agreement as it deems reasonably appropriate and prudent. The maintenance, or lack, of insurance and/or self-insurance will not limit the liability of the indemnifying Party to the indemnified Party. Section 12. Governing Law and Venue. This Agreement will be governed by the laws of the State of Washington. Any action arising out of this Agreement will be brought in Snohomish County Superior Court. Section 13. No Employment Relationship Created. The Parties agree that nothing in this Agreement will be construed to create an employment relationship between Lynnwood and any employee, agent, representative or contractor of Edmonds, or between Edmonds and any employee, agent, representative or contractor of Lynnwood. Section 14. No Third -Party Rights. This Agreement is intended for the sole and exclusive benefit of the Parties hereto and no third -party rights are created by this Agreement. Section 15. Notices. All notices that are given by any Party pursuant to this Agreement will be in writing and will be delivered either in -person, by United States mail, or by electronic mail (email) to the applicable Administrator designated by the Parry under Section 1.13 above. 4 Docusign Envelope ID: 9A73E50D-BAF5-4755-827E-C801EEE7ACOF Notice delivered in person will be deemed given when accepted by the recipient. Notice by United States mail will be deemed given as of the date the same is deposited in the United States mail, postage prepaid, and addressed to the Administrator, at the addresses set forth in Section Ll) above. Notice delivered by email will be deemed given as of the date and time sent; provided that: (1) the sender does not receive any failure of delivery notice; and (2) any notice by email sent on a day other than a business day will be deemed effective on the first business day after being sent. Section 16. Dispute Resolution. A. Settlement Meeting. It is the Parties' intent to work cooperatively and to resolve disputes in an efficient and cost-effective manner. If any dispute arises between the Parties relating to this Agreement, the Parties' respective Administrators, or the Administrators' designees, will meet and seek to resolve the dispute, in good faith, within ten business (10) days after a Party's request for such a meeting. In addition to the Administrators or designees, each Party will send any other persons with technical or other information relating to the dispute to the meeting. B. Mediation. If the Parties cannot resolve the issue within ten (10) days then they will mediate the matter using a mediator from Judicial Dispute Resolution, LLC or any other mediation service mutually agreed to by the Parties, or as appointed by the court if the Parties cannot agree (collectively "JDR') within seven (7) days of their failure to agree pursuant to Section 16.A above. The Parties will evenly split any fees charged by JDR, regardless of the outcome of the mediation. Each Party will bear its own attorneys' fees in connection with the mediation. C. Notice of Default. If the Parties are unable to resolve their dispute through mediation, either Party may serve a written Notice of Default on the other Party. The Notice of Default will describe the nature of the dispute and the noticing Party's requested resolution. Twenty (20) business days after service of a Notice of Default, either Party may file suit, seek any available legal remedy, or agree to alternative dispute resolution methods. At all times prior to resolution of the dispute, the Parties will continue to perform any undisputed obligations and make any undisputed required payments under this Agreement in the same manner and under the same terms as existed prior to the dispute. Section 17. Duty to File Agreement with County Auditor. Edmonds will, after this Agreement is executed by both Parties, file this Agreement with the Snohomish County Auditor. Section 18. Integration/Modification. This document constitutes the entire embodiment of the Agreement between the Parties and, unless modified in writing by an amendment to this Agreement, will be implemented as described above. This Agreement may only be modified or amended by a written amendment executed by the Parties. Section 19. Non -Waiver. Waiver by either Party of any of the provisions contained within this Agreement, including but not limited to any performance deadline, will not be construed as a waiver of any other provision. [Signatures on following page] Docusign Envelope ID: 9A73E50D-BAF5-4755-827E-C801EEE7ACOF DATED this 18 day of July 2024. CITY OF LYNNWOOD CITY OF EDMONDS (p'DocuSigned by: 1fiAJ- Fyv C1hUnMPTVZELL, MAYOR ATTEST/AUTHENTICATED: DocuSigned by: I�L�t�c, I�aswt, M 'f�; MAYOR ATTEST/AUTHENTICATED: DocuSigned by: DocuSigned by: F Luke g6ffi?,"C"'C-Ierk S c o&PSyF-Cfty-CIerk Approved as to form only: Approved as to form only: DocuSigned by: DocuSigned by: —Iisa, keiy' 6t SIA, m, (,art s Cit "��Wd, Office of the City Attorney City a iffl; Office of the City Attorney 11