Interlocal Agreement with Lynnwood for Emergency Watermain Interties1
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INTERLOCAL AGREEMENT
CITY OF EDMONDS AND CITY OF LYNNWOOD
For Emergency Watermain Interties
THIS INTERLOCAL AGREEMENT ("Agreement") is entered into by and between the
City of Edmonds, Washington ("Edmonds") and the City of Lynnwood, Washington
("Lynnwood") (collectively, the "Parties").
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 and Lynnwood are each authorized to provide water service, and
each currently provides water service to persons and properties located within its respective
water service area; and
WHEREAS, Edmonds' and Lynnwood's water service boundaries are located adjacent to
each other; and
WHEREAS, the Parties desired to obtain supplemental water supply for emergency
purposes through interties between their respective water systems, subject to certain terms and
conditions; and
WHEREAS, the Parties have constructed four emergency watermain interties at places
along their respective water service boundaries; and
WHEREAS, Edmonds is undertaking the construction of a fifth emergency watermain
intertie along those boundaries; and
WHEREAS, the Parties desire to enter into this Agreement for the purpose of defining
their respective rights, obligations, and liabilities regarding these emergency watermain interties;
and
WHEREAS, the City Councils of the City of Edmonds and the City of Lynnwood have
taken appropriate action to approve each Party's entry into this Agreement;
NOW, THEREFORE, in consideration of the terms, conditions and covenants contained
herein, Edmonds and Lynnwood agree as follows:
TERMS
Section 1. Purpose. The purpose of this Agreement is to allocate and define the Parties'
respective rights, obligations, and liabilities concerning the establishment, ownership, operation,
use and maintenance of the one new and four existing emergency watermain interties. The
Interlocal Agreement for Emergency Watermain Interties
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terms, conditions and covenants of this Agreement shall accordingly be interpreted to advance
this purpose.
Section 2. Term. This Agreement shall be effective upon its execution by both of the
Parties hereto, as indicated by the dates written below. Unless terminated in accordance with
Section 3, this Agreement shall remain in effect in perpetuity.
Section 3. Termination. Either Party may terminate this Agreement with or without
cause by providing the other Party with thirty (30) calendar days' written notice of its intent to
terminate. Termination shall not alter the Parties' obligations under Section 4 with respect to
obligations already performed by the other Party, and shall not alter the Parties' respective
obligations under Section 8 of this Agreement.
Section 4. Obligations.
A. Edmonds and Lynnwood agree to provide each other with an emergency standby
source of water through intertie connections between the Parties' water systems at the
five locations described and depicted in Exhibit A, attached hereto and incorporated
herein by this reference.
B. Each intertie shall consist of water main, and two normally -closed valves, as depicted
on Exhibit A, attached hereto and incorporated herein by this reference. The new,
fifth, intertie shall be constructed by Edmonds at its sole expense, at the location
described and depicted on Exhibit A.
C. To the extent necessary, each Party shall transfer ownership of any portion of an
intertie, including the water main and valves, that is located within the other Party's
water service area boundaries by a bill of sale at no cost to the other Party. Each
Party shall accept the transferred intertie facilities, if any, in an "as -is" condition.
Each Party shall then own, operate, repair, replace and maintain in good working
condition and in accordance with all applicable laws and regulations that portion of
each intertie located within its respective water service area boundaries.
D. Each intertie shall be used only in the event of an emergency as defined in Section
4.E, or when otherwise required due to a planned, temporary disruption of water
service resulting from construction or maintenance impacting the requesting Party's
water system or water supply.
E. For purposes of this Agreement, an emergency shall be any event that requires either
Party's water supply to be augmented on a temporary, unplanned basis, including but
not limited to a water shortage, a major water line break, fire demand, contamination
of water supply, mechanical or electrical equipment failure, or power supply failure.
Unless otherwise agreed to in writing by the Parties, the maximum duration of an
emergency shall be seven calendar (7) days.
Interlocal Agreement for Emergency Watermain Interties
Page 2 of 6
I F. In case of water supply required for emergency use, Edmonds and Lynnwood shall
2 provide water immediately upon oral notification of such emergency by the other
3 Party. Follow-up written notice of such emergency request shall be made by the
4 requesting Party to the supplying Party within fourteen (14) business days of the oral
5 notification. In the event that the requesting Party anticipates that the emergency will
6 require use of the intertie for more than seven calendar (7) days, the requesting Party
7 shall provide an estimate of the duration of the emergency and request that the
8 supplying Party agree in writing to the requesting Party's use of the intertie for this
9 duration.
10
11 G. In case of water supply required for a planned, temporary disruption of service, the
12 requesting Party shall notify the supplying Party in writing at least five (5) business
13 days in advance of the dates on which the requesting Party desires to receive water
14 through an intertie. The request shall include the startup time and the estimated
15 duration of intertie service, and shall state the reason for the service disruption
16 requiring use of the intertie.
17
18 H. When activating intertie service, each Party shall operate their respective system
19 components only, and shall provide adequate flushing of the system prior to
20 activating the intertie.
21
22 I. The Parties shall make reasonable efforts to provide an uninterrupted supply of water
23 during any period that an intertie is activated; provided, that neither Party shall be
24 liable for any shortage of or interruption in the delivery of water through an intertie.
25 In addition, neither Party shall be liable for any failure, interruption in or shortage of
26 water, or any loss or damage resulting therefrom occasioned by any cause beyond the
27 control of either Party. Neither Party guarantees the availability of water through any
28 intertie at all times because of each Party's respective needs and water demand.
29 Further, during critical water shortage periods as determined by a supplying Party, the
30 supplying Party, in that Party's sole discretion, may deny use of any intertie until
31 sufficient water supply exists to make such available for use by the requesting Party.
32
33 J. The quality of water delivered by either Party through any intertie shall comply with
34 all applicable federal, state and local laws and regulations, and shall be of the same
35 quality as that delivered by the supplying Party to that Party's other customers. Upon
36 request of either Party, the other Party shall provide information regarding the current
37 quality of water provided through any intertie, so that blending, compatibility, and
38 other water quality issues may be addressed.
39
40 Section 5. Billing for Water Used.
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42 A. A written estimate of the quantity of water used shall be reported by the receiving
43 Party to the supplying Party within three (3) business days after the termination of
44 any intertie use. The estimate of water used shall be agreed upon by both parties and
45 shall include a detailed explanation as to how the estimate was derived. If the intertie
46 use continues for more than thirty (30) calendar days, the written estimate of water
Interlocal Agreement for Emergency Watermain Interties
Page 3 of 6
I use shall be provided on the first day of the following month. If unmetered use of
2 water is expected to exceed thirty (30) calendar days, the recipient agency shall install
3 a meter within thirty (30) days of activation of the unmetered intertie.
4
5 B. In the event that Edmonds or Lynnwood receives water through any intertie, both
6 Parties agree to pay the other Party for such water delivered at the wholesale rate plus
7 ten percent (10%). The wholesale rate per CCF shall be determined based on the
8 preceding complete calendar year, by dividing the total annual volume of water (in
9 CCF) delivered to Edmonds' or Lynnwood's end users within their respective water
10 service boundaries, into the total annual costs of potable water purchased from the
11 wholesale supplier(s) during the same calendar year. The Party delivering such water
12 shall bill the Party receiving such water monthly for the amount of water delivered.
13 The Party receiving such water shall pay the supplying Party within forty-five (45)
14 calendar days of the date of such billing. Any billings not paid by the receiving Party
15 within such 45-day period shall accrue interest at the rate of twelve percent (12%) per
16 annum until paid.
17
18 Section 6. Ownership of Property. Neither Party shall by virtue of this Agreement
19 acquire any proprietary or governmental interest in the water system of the other Party. Each
20 Party shall be solely responsible for the operation and maintenance of its own system of water
21 distribution.
22
23 Section 7. Administration; No Separate Entity Created. This Agreement shall be
24 administered jointly by the Edmonds City Engineer and the Lynnwood City Engineer. No
25 separate legal entity is formed by this Agreement.
26
27 Section 8. Release, Indemnification and Hold Harmless Agreement. Each Party to this
28 Agreement shall be responsible for its own negligent and/or wrongful acts or omissions, and
29 those of its own officers, agents, employees, representatives, contractors or subcontractors, to the
30 fullest extent required by the laws of the State of Washington. Each Party agrees to protect,
31 indemnify and save the other Party harmless from and against any and all such liability for injury
32 or damage to the other Party or the other Party's property, and also from and against all claims,
33 demands and causes of action of every kind and character arising directly or indirectly, or in any
34 way incident to, in connection with, or arising out of the performance of this Agreement, caused
35 by its own negligence or wrongful acts or omissions, or that of its officers, agents, employees,
36 representatives, contractors or subcontractors; provided, that the indemnifying Party's obligation
37 to indemnify, defend and hold harmless the other Party for claims caused by or resulting from
38 the concurrent negligence or wrongful acts or omissions of the indemnifying Party shall apply
39 only to the extent of the negligence or wrongful acts or omissions of the indemnifying Party.
40
41 Section 9. Governing Law and Venue. This Agreement shall be governed by the laws of
42 the State of Washington. Any action arising out of this Agreement shall be brought in
43 Snohomish County Superior Court.
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45 Section 10. No Employment Relationship Created. The Parties agree that nothing in this
46 Agreement shall be construed to create an employment relationship between Edmonds and any
Interlocal Agreement for Emergency Watermain Interties
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employee, agent, representative or contractor of Lynnwood, or between Lynnwood and any
employee, agent, representative or contractor of Edmonds.
Section 11. 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 12. Notices. Notices to Edmonds shall be sent to the following address:
City of Edmonds
Public Works Director
7110210a'StSW
Edmonds, WA 98026
Notices to Lynnwood shall be sent to the following address:
City of Lynnwood
City Engineer
P.O. Box 5008
Lynnwood, WA 98046
Section 13. Duty to File Agreement with County Auditor. Edmonds shall, after this
Agreement is executed by both Parties, file this Agreement with the Snohomish County Auditor.
Section 14. Integration/Amendment. This document constitutes the entire embodiment
of the agreement between the Parties with respect to the subject matter herein and supersedes and
replaces all prior agreeements, both written and oral. This Agreement may only be modified or
amended by an agreement in writing signed by both Parties hereto.
Section 15. Non -Waiver. Waiver by any Party of any of the provisions contained within
this Agreement shall not be construed as a waiver of any other provision.
Section 16. Bin_din Effect. This Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their respective successors and assigns.
CITY F ED N S
By: •
Dav Earling„ Mayor
Date: - (,iN�
ATTEST:
Interlocal Agreement for Emergency Watermain Interties
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2 Scott Passey, City Cl
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5 ED AS TO
n:
Office of the City Attorney
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12 CITY OF LYNNWOOD
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14 By:
Nicola S in i th, Mayor
17 Date: 3 - IX - 2zi r-
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20 ATTEST:
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23 Art Ceniza, City Clerk
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26 AOED AS TO FORM:
27
29 Office of City Attorney
Interlocal Agreement for Emergency Watermain Interties
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