PUD #1 76th/212th St. SW InteresectionINTERLOCAL AGREEMENT BETWEEN
PUBLIC UTILITY DISTRICT NO. 1 OF SNOHOMISH COUNTY
AND THE CITY OF EDMONDS, GOVERNING THE 76THAVE. WAT212THST. SW
INTERSECTION IMPROVEMENTS PROJECT
This INTERLOCAL AGREEMENT (the "Agreement"), is made and entered into
pursuant to chapter 39.34 RCW by and between the Public Utility District No. 1 of Snohomish
County, a Washington municipal corporation (the "District"), and the City of Edmonds, a
Washington nnuniipal corporation (the "City"), together the "Parties," to coordinate the
undergrounding or utilities for the City's 7e Ave. W (it 2121h St. SGly Intersection Improvements
project.
A. The City is close to completing the design of the 76th Ave. W at 212th St. SW Intersection
Improvements project ("Project"), at the intersection of 76th Ave. W and 212' St. SW,
Edmonds, Washington. The intersection improvements include roadway widening for
the addition of left turn, right turn, and/or bike lanes for all movements and traffic signal
operation improvements in order to reduce intersection delay and improve vehicle and
non -motorized transportation safety.
13As part of the Project, the City requires the utilities present at the intersection to replace
their existing overhead systems with underground systems.
C. To facilitate the conversion of the existing overhead systems, the City will install an
underground conduit and vault system, and will construct joint trenches to accommodate
the District, Frontier, Comcast, Astound Broadband, and WSDOT / City utility lines. In
the joint trenches, the City will place all required conduits and vaults to accommodate the
District facilities.
D, The District will install the conductors and equipment for its new underground system.
The District will also cut -over and transfer its existing customers to the new underground
system and remove its overhead systems within the Project.
E. In exchange for the Services provided by the District, the City shall pay the District the
costs to design the conversions of the District's overhead system to an underground
system. The City shall also pay the District costs to complete the conversion of its
overhead system to an underground system.
AGREEMENT
NOW, THEREFORE, in consideration of the respective agreements set forth below and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the District and the City agree as follows:
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Requirements of Interlocal Cooperation Act
1.1 LIthOrit for A rgernea t. This Agreement is authorized by and entered into
pursuant to the Interlocal Cooperation Act, chapter 39.34 RCW.
1.2 PLar ose of Agreement. The pUr ose and intent of this Agreement is to facilitate
planning, designing, constructing and coordinating the City of'Edmonds' 76"' Ave, W at 21 2"' S'l.
SW Intersection Improvements project. This Agreement establishes the City as the entity
primarily responsible for all aspects of the Project planning, design, and construction.
Parties - o separate legal or administrative
necessarytntities are ._ ..
1.4 Ownership of 11roM,! . 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
shall have no interest therein.
1.5 Administrators. Each party to this Agreement shall designate an individual (an
"Administrator"), which may be designated by title or position, to oversee and administer such
party's participation in this Agreement. The Parties' initial Administrators shall be the following
individuals:
District's Initial Administrator:
Mr. Richard Dumo
Project Engineer
1802 7501 St. SW
Everett, WA 98206
City's Initial Administrator:
Mr. Bertrand Hauss
Transportation Engineer
121 5th Ave, N
Edmonds, WA 98020
Either party may change its Administrator at any time by delivering written notice of such
party's new Administrator to the other party.
2. Effective Date and Duration
This Agreement shall take effect when it has (i) been duly executed by both Parties, and
(ii) as provided by RCW 39.34.040, either filed with the County Auditor or posted on the City's
Interlocal Agreements website. This Agreement shall remain in effect until all obligations of the
Parties are discharged, unless earlier terminated pursuant to the provisions of Section 11 of this
Agreement.
3. General Provisions
The Parties agree to the following general provisions:
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3.1 Record Retention. Each party following completion of the Project shall maintain
accurate records related to the Project for a period equal to the minimum required pursuant to
either state or federal requirements, whichever is applicable.
3.2 hidependent Contractor. The City will perform all work under this Agreement as
an independent contractor and not as an agent, employee, or servant of the District. The City has
the express right to direct and control the City's activities in providing the agreed work in
accordance with the specifications set out in this Agreement. The District shall only have the
right to ensure performance.
3.3 + Each Party may, in its sole discretion, hire _ or mo,"-
contractors
HENMMWNWr r
A. Design Phase. The City shall pay the District all actual costs (time and
material) to design the conversion of District's overhead system to an underground
system. The District shall provide written notification to the City if additional design
costs, in excess of the estimate provided in section 5.1(A)i, are necessary to complete
District's design phase. The written notification shall specify the additional amount
required and justification for District's increased cost.
B. Construction Phase. The City shall pay the District all actual costs (time and
material) to complete the conversion of District's overhead system to an underground
system in accordance with District's cost estimate provided in section 5.1(G). The
District shall provide written notification to the City if additional construction costs,
in excess of District's estimate provided per section 5.1(G) are necessary to complete
District's construction phase. The written notification shall specify the additional
amount required and justification for District's increased cost.
3.5 Additional Costs,,by City Contractga. The District shall pay the City for additional
costs (time and material) incurred in constructing the joint trench if requested by the District or if
directly attributable to errors in the District's design, as provided in this section.
A. Changes to the joint trench requested by the District shall be submitted to the City
prior to the start of construction of the joint trench. The City shall submit the change
request to the City's contractor to obtain a price to perform the work, and will notify
the District of this price. Upon receipt, the District shall have 48 hours to review the
pricing and authorize the work or withdraw the change request.
B. If the City determines that additional work in constructing the joint trench is
necessary and is directly attributable to errors in the District's design, the City shall
submit a change request to the City's Contractor to obtain a price to perform the
work, and notify District of this price. Upon receipt, the District shall have 48 hours
to review the pricing and authorize or dispute the change request prior to the City
commencing the additional work.
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4. CJ!I Responsibilities
4.1 Plans and Specifications: The approved and sealed plans and specifications will
be completed and provided to the District prior to the City advertising the Project for
construction bids. .
4.2 Design Phase:
A. Prior to the District starting work under this agreement, City shall provide the
District with the following information:
i. A written scope of work and the limits of the underground conversion
work.
ii. The project schedule showing the completion of final designs,
advertisement for construction bids and approximate start date for
construction.
iii. The electronic drawings for the base map, utilities, and City
improvements.
B. The City shall issue the District a written notice to proceed to begin the design of
the District's underground conversion of overhead utilities.
C. The City shall conduct an initial meeting with the utility companies to discuss
scope of work, design details and project schedule for completing the design
phase.
D. The City will incorporate the District's design plans into the City's 90% plans and
specifications and prepare a Joint Utility Trench Plan for the utility underground
conversion. The 90% designs will be provided to the District for review and
comment.
E. The City will conduct a design review meeting with the utility companies to
discuss conflicts and changes identified in the 90% plans.
F. The City will incorporate the District's comments on the 90% plans and finalize
the plans, specifications and Joint Utility Trench Plan.
G. The City will provide the District with a copy of the final plans, specifications and
Joint Utility Trench Plan for the project.
4.3 Construction Phase:
The City Contractor shall:
A. Provide at the Preconstruction Meeting a schedule to complete the construction of
the joint trench in accordance with the Project Contract Documents.
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B. Furnish and provide the District vaults and conduits per the District's construction
and materials standards and as specified in the Project Contract Documents.
C. Provide all necessary excavation, trenching backfill and restoration for installing
District's conduit and vault system. All conduit and vault installations shall be
inspected by the District's inspector per section 5.2(D) prior to backfill.
D. Proof all ducts in accordance with District standards and specifications. "Proof'
as used herein is defined as verification using a mandrel that the duct system is
clear and free of damage, installed to the proper grade and to the proper locations
and contain pulling lines. Conduit proofing shall be performed in the presence of
the District inspector, engineer, or other approved District representative.
The City Administration shall;
A. Facilitate weekly (or as otherwise agreed by the City and District) construction
coordination meetings that include the City's Project Contractor and all relevant
parties participating in the joint trench.
B. Issue the District a right-of-way permit within two (2) weeks of the District
submitting a complete permit application (including any supporting
documentation reasonably required by the City). The City shall waive the permit
and inspection fees.
C. Provide the District not less than two (2) working days' notice to inspect: (a) the
requested area of the joint trench for placement of their vaults and conduits and
(b) the vaults and conduits.
D. Whenever any utility pole(s) are required to be temporarily supported due to
excavation in proximity to such poles, the City will coordinate with the District to
provide such support a minimum of two (2) working days prior to the date of
work. The scheduling of District labor for the pole holds will be limited to the
District's regular business hours.
E. Provide the District with a bill of sale for all facilities installed by the City that
will become part of the District's electrical system. The format for the bill of sale
will be coordinated with the District and shall be submitted within forty (40)
working days of the District's acceptance of the completed of installation as set
forth in section 5.2(D).
5. District Respons-ibilit;es
5.1 Design phase.
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A. The District shall provide the City with the following information within ten (10)
working days of receiving the City's scope of work, as specified in section
4.2(A)i:
i. A design cost estimate for the District's cost to design the plans and
specifications to convert the District's overhead utility system to an
underground system. The District's cost estimate shall be detailed and be
a good faith estimate of the cost to perform the design work. The cost
estimate shall reflect a deduction for the District's design cost to complete
an aerial to aerial relocation.
ii. Confirm any additional property rights that are needed to complete the
District's conversion of its overhead utility system to an underground
system.
B. The District shall attend the City's initial design meeting as referenced in section
4.2(C).
C. Upon receiving the City's written notice to proceed, the District shall complete
the design of its conversion of overhead utilities to an underground system within
forty (40) working days. The District shall provide it electronic designs,
specifications and preliminary cost estimate to the City.
D. The District shall review the City's 90% plans, specifications and Joint Utility
Trench Plan and provide comments to the City within ten (10) working days of
receipt of the same.
E. The District shall attend the City's 90% design review meeting as referenced in
section 4.2(E).
F. The District shall make reasonable efforts to review the City's final plans,
specifications and Joint Utility Trench Plan within ten (10) working days of
receipt, and notify the City in writing if revisions to the final plans, specifications
or Joint Utility Trench Plan are needed.
G. The District shall provide a construction cost estimate for the District's cost to
complete the conversion of overhead utilities to an underground system. The cost
estimate shall be detailed and reflect a deduction for the District's construction
cost to complete an aerial to aerial relocation. The District's construction cost
estimate shall include, but not be limited to the following work:
i. inspect the installation of all vault and conduit installation work by a PUD
inspector; (contractor installed);
ii. furnish and install all cables, conductors and electrical equipment for the
conversion to underground, and for the removal of other equipment no
longer needed;
iii. perform cut -over and transfer of existing customers and facilities to the
new underground system where applicable; and
C.1
iv. remove that portion of the overhead electrical system superseded by the
new underground system. This includes removal of associated poles
except those locations where the poles are still occupied by other utilities.
(Removal of poles is the responsibility of the last utility to transfer from
the pole.)
H. The District shall provide the City with the estimated number of working days to
complete the installation of cables, conductors and remove District's overhead
system.
1. The District shall attend additional City Utility coordination
necessary, to resolve all remaining design conflicts, issues and changes.
5.2 Construction Phase. The District shall maintain continued coordination with the
City's Contractor regarding installation of the District's facilities. This coordination shall
include, but not be limited, to the following:
A. The District shall attend the Preconstruction Meeting.
B. Subject to the schedule required in the City's Bid and Contract Document
Specifications for 76th at 2121' Intersection Improvements project, the City"s
Contractor shall prepare a schedule of work in accordance with the plans and
specifications for City review. The District shall review and provide comments
within ten (10) working days of receipt. If the District does not provide the City
with comments within ten (10) working days, the schedule shall be considered
accepted by the District. The District shall complete its work in accordance with
the City's Contractor's schedule. The District will not be held liable for any
delays in the schedule created by the City's Contractor or another utility's delay.
C. The District will provide an inspector on-site, on two (2) working days' notice, to
inspect the installation of all vault and conduit installation work. The District will
not provide a daily on-site inspector, but will within two (2) working days' notice
provide an inspector to inspect the requested area of the joint trench for the
placement of their vaults and conduits. The District's inspector shall not direct
the City's Contractor in any manner; the District inspector shall communicate all
requirements and requests to the City's inspector.
D. The District shall, within ten (10) working days after receipt of written
notification of completion of installation of the District's conduit and vault, issue
written notification of any deficiencies or issue written notification of acceptance.
The City's Contractor will correct the deficiencies upon approval by the City of
the requested work. If, after the teii (i0) working day period, notification 1iaS not
been received by City, then the District conduit and vault system shall be
considered complete and accepted by the District.
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E. Once all sections of vault and conduit installation are completed by the City and
accepted by the District, the City shall issue a Notice to Proceed to the District to
commence installation of the conductors and equipment. The District or its
contractor's crews may need to accommodate another utility that is trying to work
in the same area. The District, or its contractor, will complete installation of the
conductors and equipment in accordance with the approved schedule referenced
in Section 5.2(B); provided that reasonable access to the project is given by the
City's Contractor or a subcontractor in the area where the City is requesting the
District to begin work. The District shall notify the City in writing when the new
underground system is energized. The District will coordinate its conductor and
equipment installation such that the District, or its contractor, will install as much
of this equipment as possible prior to completion of the entire vault and conduit
system by the City's Contractor. The District will be responsible for plant
installation and wreck -out work associated with the undergrounding. This work
shall include but not be limited to furnishing and installing all cables, conductors
and electrical equipment for the conversion to underground, and for the removal
of other equipment no longer needed.
F. The District, or its contractor, will perform cut -over and transfer of existing
customers and facilities to the new underground system where applicable. The
District or its contractor will notify such customers 48 hours in advance of the
pending outage.
G. Once transfer of existing customers and facilities to the new underground system
is complete, the District, or its contractor, will remove all overhead systems in
accordance with the approved schedule referenced in Section 5.2(B). Utility
poles with other utility provider's overhead systems will be stripped, topped and
abandoned to the remaining utilities.
H. The District will provide the Certification of Materials Origin (CMO),
guaranteeing that all their products containing steel or iron (incorporated into the
project) will meet all `Buy America" provisions (23 CFR 635.410, 23 USC 313).
This provision applies to all products manufactured predominately of steel and
iron, if the product consists of at least 90% steel or iron content when it is
delivered to the jobsite for installation. The 90% is a percentage of the total
monetary value of the manufactured product.
I. Temporary support (holding) of District Utility Poles: The need to temporarily
support such poles (due to excavation in their proximity) shall be verified by
District, and if required, such support shall be provided by the District during the
District's regular business hours.
J. The District shall maintain any utility facilities constructed under this Agreement
from the date of acceptance of the facilities by the District. The cost of any future
improvements and / or maintenance, repairs, or corrections to any utility facilities
E:3
covered under the terms of this Agreement shall be the exclusive responsibility of
the District in accordance with this Agreement.
5.3 Traffic Control. The District will provide traffic control and flaggers for
installation of new underground conductor and devices along with overhead construction and
removal when required. The District will coordinate its traffic control with other utilities, the
City's Contractor and the City. In the event that lane closures are necessary for performance of
work, the District shall be limited to working between the hours of 8AM to 3PM (excluding
weekends and holidays) by keeping at least one lane open for flagger operation. Traffic control
plans must be approved ten (10) working days in advance by the City before implementation by
the District.
6. Indemnification and Hold Harmless
6.1 district's lndempification of City. The District shall indemnify, defend and hold
harmless the City, its officers, appointed and elected officials, employees and agents, from and
against all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature
whatsoever, including costs and reasonable attorneys' fees in defense thereof, for injury,
sickness, liability or death to persons or damage to property or business, caused by or arising out
of negligent or intentional acts, errors or omissions of the District, its officers, officials,
employees and/or agents in the performance of this Agreement; provided, that in the event of the
concurrent negligence of the Parties, the District's obligations hereunder shall apply only to the
percentage of fault attributable to the District, its officers, officials, employees and/or agents.
6.2 Citv's Indemnification of District. The City shall indemnify, defend and hold
harmless the District, its officers, appointed and elected officials, employees and agents, from
and against all claims, actions, suits, liability, loss, expenses, damages and judgments of any
nature whatsoever, including costs and reasonable attorneys' fees in defense thereof, for injury,
sickness, liability or death to persons or damage to property or business, caused by or arising out
of negligent or intentional acts, errors or omissions of the City, its officers, officials, employees
and/or agents in the performance of this Agreement; provided, that in the event of the concurrent
negligence of the Parties, the City's obligations hereunder shall apply only to the percentage of
fault attributable to the City, its officers, officials, employees and/or agents.
6.3 Waiver of Immunity Under Industrial Insurance Act,. The indemnification
provisions of this Section are specifically intended to constitute a waiver of each party's
immunity under Washington's Industrial Insurance Act, Title 51 RCW, as with respect to the
other parry only, and only to the extent necessary to provide the indemnified party with a full and
complete indemnity of claims made by the indemnitor's employees. The Parties acknowledge
that these provisions were specifically negotiated and agreed upon by them.
6.4 Survival. The provisions of this Section 7 shall survive the expiration or
termination of this Agreement.
7. Insurance
E
Each Party shall 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 of, or lack thereof
of insurance and/or self-insurance shall not limit the liability of the indemnifying party to the
indemnified party(s).
8. Compliance with Laws
In the performance of its obligations under this Agreement, each party shall comply with
all applicable federal, state, and local laws, rules and regulations.
9. Notices
All notices required to be given by any party to the other party under this Agreement
shall be in writing and shall be delivered either in person, by United States mail, or by electronic
mail (email) to the applicable Administrator or the Administrator's designee. Notice delivered in
person shall be deemed given when accepted by the recipient. Notice by United States mail shall
be deemed given s of the date the same is deposited in the United States mail, postage prepaid,
and addressed to the Administrator, or their designee, at the addresses set forth in Section 1.5 of
this Agreement. Notice delivered by email shall be deemed given as of the date and time
received by the recipient.
10. Miscellaneous
10.1 Entire _Agre inent. This Agreement constitutes the entire agreement between the
Parties regarding the subject matter hereof, and supersedes any and all prior oral or written
agreements between the Parties regarding the subject matter contained herein.
10.2 Amendment. Any amendment to this Agreement shall be specifically identified
by separate written addendum agreed to by the Parties' Administrators identified in Section 1.5
of this Agreement.
10.3 Governing Law and Venue. This Agreement shall be governed by and enforced
in accordance with the laws of the State of Washington. The venue of any action arising out of
this Agreement shall be in the Superior Court of the state of Washington in and for Snohomish
County.
10.4 Intr rctalior. This Agreement and each of the terms and provisions of it are
deemed to have been explicitly negotiated by the Parties, and the language in all parts of this
Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or
against either of the Parties hereto. The captions and headings in this Agreement are used only
for convenience and are not intended to affect the interpretation of the provisions of this
Agreement. This Agreement shall be construed so that wherever applicable the use of the
singular number shall include the plural number, and vice versa, and the use of any gender shall
be applicable to all genders.
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10.5 - Severability. If any provision of this Agreement or the application thereof to any
person or circumstance shall, for any reason and to any extent, be found invalid or
unenforceable, the remainder of this Agreement and the application of that provision to other
persons or circumstances shall not be affected thereby, but shall instead continue in full force and
effect, to the extent permitted by law.
10.6 No Waiver. A party's forbearance or delay in exercising any right or remedy with
respect to a Default by the other party under this Agreement shall not constitute a waiver of the
Default at issue. Nor shall a waiver by either party of any particular Default constitute a waiver
of any other Default or any similar future Default.
10.7 No Assignineilt. This Agreement shall not be assigned, either in whole or in part,
by either party without the express written consent of the other party, which may be granted or
withheld in such party's sole discretion. Any attempt to assign this Agreement in violation of
the preceding sentence shall be null and void and shall constitute a Default under this
Agreement.
10.8 Warranty of Authority. Each of the signatories hereto warrants and represents
that he or she is competent and authorized to enter into this Agreement on behalf of the other
party for whom he or she purports to sign this Agreement.
10.9 leo Joint Venture. Nothing contained in this Agreement shall be construed as
creating any type or manner of partnership, joint venture or other joint enterprise between the
Parties.
10.10 No Third Party l etieficiaries. This Agreement and each and every provision
hereof are for the sole benefit of the City and the District. No other persons or parties shall be
deemed to have any rights in, under or to this Agreement.
10.11 Execution ill Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original and all of which shall constitute one and
the same agreement.
11. Force Ma.leure
The District shall not be responsible and/or liable for delays caused by and/or resulting
from factors beyond District's reasonable control, including but not limited to delays because of
strikes, lockouts, work slowdowns or stoppages, accidents, acts of God, failure of any
governmental or other regulatory authority to act in a timely manner, unwillingness of any
property owner to grant an easement in favor of the District, failure of the City and/or the City
Project Contractor to furnish timely information or timely act, or delays caused by faulty
performance by the City, the City Project Contractor, other utilities, third parties and/or by
contractors of any level.
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IN WTINESS WHEREOF, the Parties have executed this Agreement as of the date first
above written.
PUBLIC UTILITY DISTRICT NO. 1
OF SNOHOMISH COUNTY
Dake"
CEO/ GM
U =.-r-mago""A
. . ...........
Date
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CITY 01-1 EDMONDS
By:
David 0. Farling Date
Mayor G2 - %�;7