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Interlocal Agreement with Olympic View Water and Sewer District Relating to Lift StationINTERLOCAL AGREEMENT CITY OF EDMONDS AND OLYMPIC VIEW WATER AND SEWER DISTRICT RELATING TO LIFT STATION WHEREAS, Olympic View Water and Sewer District (hereinafter "District") and the City of Edmonds, Washington, (hereinafter "City") wish to utilize a lift station and associated forced main for their mutual benefit in the operation of their respective sewer utilities; and WHEREAS, the existing lift station and associated forced main was owned by the Town of Woodway and its ownership has been assumed by the District as a part of its assumption of the sewage operations of the Town of Woodway; and WHEREAS, pursuant to conditions of development approval the Point Edwards, LLC (hereinafter "Developer"), developer of a Planned Unit Development within the City is required to construct a new lift station and associated forced main to provide sewer service to their project; and WHEREAS, as partial consideration for this agreement, the parties wish to transfer the existing lift station and associated forced main to the City when the City has acquired a franchise and/or right-of-way use agreement from the Town of Woodway to operate the lift station and immediately prior to the commencement of construction of the new lift station and associated forced main by the developer and when a firm construction schedule for the improvement of the lift station and associated forced main has been established, NOW, THEREFORE, In consideration of the mutual benefits to be derived and the promises contained herein, the District and City do hereby agree as follows: 1. Term of the A-re�: 1.1 Until terminated as herein provided, this Agreement shall continue in full force and effect. 1.1.1 The Agreement may be terminated or amended at any time with the express written consent of both parties. 1.1.2 This Agreement shall automatically terminate if and when the lift station ceases to transmit sewage flows from the service area described in paragraph 3.2. 2. Effective Date. This Agreement shall be in full force and effect and the District will transfer ownership of the existing lift station and associated forced main to 69 {WSS576656.D0C;1/00006.900000/} 1 97-T111 G-aN-S-i9-3 the City on the date the City gives the Developer notice to proceed with any construction of the new lift station or its associated forced main. 3. Undertakings of City: 3.1 The City shall maintain and operate the lift station subject to the agreements and contributions of the District as set forth in paragraph 4. 3.2 The City shall accept sewage flows to the lift station from a service area described as the north end area of the Town of Woodway as further described and shown on attached Exhibit A. The City will accept up to 100 gallons per minute of sewage flow from the service area shown on Exhibit A, without requiring a capital contribution by the District to add additional capacity 3.3 The City shall require the developer to maintain adequate insurance policies and indemnities to the end that the City and the District are held harmless and fully indemnified from any loss arising from the negligent, unlawful or tortious act of the Developer. Further, the City shall hold harmless and indemnify the District from any loss, claim or liability arising from or out of the negligence, unlawful or tortuous acts of the Developer to, but only to, the extent that such claims or losses are not fully covered by the insurance and other protections required of the developer by the City. 4. Undertakings of the District: 4.1 On the effective date of this agreement, the District shall provide and transfer ownership to the City by a contemporaneous chattel deed, the existing lift station and associated forced main. 4.2 The District shall pay its proportional share of the operation and maintenance costs of the lift station (hereinafter "O&M costs'). O&M costs include all costs normally associated with the operation, maintenance, upkeep, repair, and reconstruction of the lift station, including but not limited to labor, benefits, dedicated as well as utilized equipment costs, material and utility costs. Labor costs for City employees shall be based upon an annual schedule prepared by the City's Administrative Services Director, which contains the salary, benefits and an appropriate overhead charge reflecting appropriate administrative and overhead charges attributable to the position. "Flow proportional share" shall be determined as set forth in paragraph 4.4. 4.3 Future capital costs of the lift station shall be shared between the parties. After the City accepts the upgraded lift station and associated forced main from the developer, the District agrees to pay a flow proportional share of any such future capital costs. "Future capital costs" shall mean any capital cost necessary to continue the lawful, efficient operation of the lift station, including any costs of construction, reconstruction, upgrade or replacement of any equipment utilized in the operation of the {WSS576656.DOC;1/00006.900000/} 2 lift station. The flow proportional share of capital costs shall be based upon a five-year average of the flows of the District immediately preceding the year in which the capital costs are incurred or such lesser period as the lift station has been operated by the City, if prior to five (5) years from City takeover. 4.4 The flow proportional share shall be reviewed annually and will be based upon the ratio of the number of equivalent residential units (ERU) connected at the mid point (July 1) of each calendar year by each of the parties.- The ERU value for each single-family residence shall be equal to one. The ERU value for each multi -family unit shall be equal to 0.7. Billings and payments shall be made quarterly on an estimated basis with an actual annual cost reconciled and billed at the end of each calendar year. 4.5 Prior to the date which the Developer is granted occupancy of any of the living units within the development , the District's flow proportional share as calculated under paragraph 4.4 shall be one hundred percent (100%). Nothing herein shall be interpreted to require the District to pay any additional cost occasioned by the negligent, unlawful or tortuous act of the Developer or the City, nor any capital cost arising from such negligent, unlawful or tortuous acts. The District warrants that the equipment and infrastructure of the existing lift station, transferred to the City at the date of execution of this Agreement has an anticipated useful life at least equal to 90 days ("warranty period") or until the City accepts dedication of the new lift station and associated forced main whichever is earlier. In the event that any equipment fails during the warranty period and such failure is not attributable to any acts of the Developer or the City, the District shall replace or repair such equipment at its option or at the District's option pay the rental costs or other charge necessary to provide temporary equipment for the remainder of the warranty period. 5. Mutual Undertakings. The parties each agree to indemnify and hold harmless the other party and/or its officers, agents and employees from any loss, claim or liability arising from or out of the negligent, unlawful or tortious act or failure to act of said indemnifying party and/or its officers, agents, or employees in the course of the administration of this agreement or from actions or inactions relating to matters covered by or referenced in this agreement. This promise to indemnify shall include reasonable legal costs and fees through counsel of the indemnitee's choosing. To, but only to, the extent necessary to fully effectuate this agreement, the parties waive any immunity that they may have under Title 51 RCW. Nothing in this agreement shall be interpreted to create third party liability and this provision shall not require an indemnifying party to indemnity the other from claim, loss or liability attributable to the sole negligence of the indemnitee. In the event that loss, claim or liability is attributable to the concurrent negligence of the parties, they shall bear such loss, claim or liability as each parties' respective percentage of liability is determined in accordance with the laws of the State of Washington. 6. Insurance. The City shall maintain property insurance for the full replacement value of the lift station less land value. The cost of insuring the lift station shall be included in the O&M costs established by paragraph 4.2 above. In the event of {WSS576656.DOC;1/00006.900000/1 3 loss, the proceeds of any insurance payment or distribution shall be fully applied to the repair or reconstruction of the lift station and credited proportionately against each party's share of the capital costs of reconstruction which exceed the insurance proceeds. In addition, during the period of construction of the new lift station, the City shall require the Developer to carry liability and other insurance sufficient to fully cover the cost of damage to the existing pump station, as well as insurance, bonding or other contractual rights and remedies sufficient to require the Developer to pay any additional operating and maintenance cost, as well as capital costs, incurred due to its negligent, unlawful or tortious act. 7. Hold Harmless. Each party hereto agrees to hold harmless and indemnify the other party, its officers, agents and employees from any cost, claim or liability arising from the negligent or tortious act of its respective officers, agents and employees. In the event that loss is attributable to the joint actions of the parties, their respective share of such loss shall be determined in accordance with the laws of the state of Washington. To the extent only necessary to implement this indemnification agreement, the indemnifying party waives any immunity arising from RCW Title 51 to, but only to, the extent necessary to insure indemnification under this Agreement. Indemnification shall include the reasonable costs of legal defense of the indemnitee's choosing. No third -party right or liability is created by this Agreement. 8. Dis ute Resolution. The parties agree that they shall utilize alternative dispute resolution in an attempt to reduce or eliminate the potential for judicial dispute. 8.1 Mediation. In the event of a dispute, the parties shall first attempt to mediate their dispute through a neutral mediator of the parties' choosing. The parties, at their discretion, may waive this step and proceed to arbitration. 8.2 Arbitlation. Except as otherwise provided under applicable state law, any dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach of this Agreement, shall be submitted to, and settled by arbitration to be held in Snohomish County, Washington in accordance with the provisions of Chapter 7.04 of the Revised Code of Washington, as amended, and with respect to matters not covered in such statute, by the rules of the American Arbitration Association; provided, however, that in the event of any conflict between such statute and such rules, the provisions of the statute shall control; and provided further, that notwithstanding anything in such statute or rules to the contrary; (a) the arbitrator's decision and award shall be made according to the terms and provisions of this Agreement and the applicable law, and such award shall set forth findings of fact and conclusions of law of the arbitrator upon which the award is based in the same manner as is required in a trial before a judge of the Superior Court of the State of Washington; (b) the arbitrator shall award attorney's fees to the prevailing party; and (c) in any such arbitration, there shall be a single arbitrator and any decision made shall be final, binding and conclusive on the parties. The fees of the arbitrator shall be borne equally by the parties except that, in the discretion of the arbitrator, any award may include a party's { WSS576656.DOC;1 /00006.900000/} 4 share of such fee if the arbitrator determines that the dispute, controversy or claim was submitted to arbitration as a dilatory tactic, was frivolous or was in bad faith. 8.3 Judicial Action, Ventic. Any judicial action to enforce an arbitrator's award, or which is not subject to the arbitration clause, exclusive venue shall lie with the Superior Court of Snohomish County. In any judicial proceeding, the prevailing party shall be entitled to an award of its reasonable attorney's fees and costs. 9. Notices. 9.1 Notice to the City shall be sent to: City Clerk City of Edmonds 121— 5' Ave. North Edmonds, WA 98020 9.2 Notice to the District shall be sent to: General Manager Olympic View Water and Sewer District 23725 Edmonds Way Edmonds, WA 98026 9.3 Any notice regarding the provisions of this Agreement shall be in writing, addressed in accordance with the provisions of this section, and deposited in the US Mail, postage paid. The parties, for their convenience, may utilize other forms of communication, but any formal notice regarding the terms of this Agreement shall be sent in accordance with this section. 10. Entire Agreement. This is the entire agreement between the parties. Any prior understanding, written or oral, shall be deemed be merged with its provisions. This Agreement shall be amended only in writing with the express written consent of the parties hereto. 11. Provisions required by RCW 39.34.030 and 040. 11.1 No separate entity is created. 11.2 No joint undertaking is anticipated and no administrator or joint board required. 11.3 No property shall be held jointly by the parties under this Agreement. (WSS576656.DOC;1/00006.900000/) 5 11.4 This Agreement shall become effective when filed with the Snohomish County Auditor. 12. Severability. If any provision of this Agreement shall be held to be invalid, such invalidity shall not affect the other provisions of this Agreement, which have been given effect without the invalid provision and to this end, the provisions of this Agreement are declared to be severable. CITY OF EDMONDS By: M�yvr Haakenson ATTEST/AUTHENTICATED: 10, Sandra S. Chase, City Clerk APPROYEIPOA9 TO OFFIC N TO Y: W. Scott Snyder IQ OL IC VIEW WATER AND SEWER DIS CT By: STATE OF WASHINGTON ) COUNTY OF SNOHOMISH) On this day, personally appeared before me the _.�eV� •'VWX-1w4 NOh-,4�5L— of OLYMPIC VIEW WATER AND SEWER DISTRICT and stated that he/she is authorized to sign this instrument on behalf of said company for the uses and purposes therein mentioned. 902 SUBSCRIBED AND SWORN TO before me this 1 n'� day -Lot'k-kIt Print Name My Commission expires: {WSS576656.DOC;1/00006.900000/} 6 OLYMPIC VIEW WATER AND SEWER DISTRICT SNOHOMISH COUNTY, WASHINGTON RESOLUTION NO. 896 A RESOLUTION of the Board of Commissioners of Olympic View Water and Sewer District, Snohomish County, Washington, authorizing the execution an Interlocal Agreement relating to the Woodway Lift Station, between the City of Edmonds and Olympic View Water and Sewer District. BE IT RESOLVED by the Board of Commissioners of Olympic View Water and Sewer District, Snohomish County, Washington, as follows: The Board hereby authorizes the General Manager to execute the Interlocal Agreement Relating to the Woodway Lift Station between the City of Edmonds and Olympic View Water and Sewer District, which is attached hereto as Exhibit A. ADOPTED by the Board of Commissioners of Olympic View Water and Sewer District this 16th day of August 2004- 71&41 Patricia Meeker, President 2L John E. Elsasser, Vice President Lora Petso, Secretary 119A ],600 ])taf D 1025 am3 N 1020 4 ' +rM Rrr'L Ihb SIAJS ]IBl6 'a IyQ ♦Iyp yB J.IW >n zin9 _ s` 4 r ' JPf /Imt[v ],9,8 z,n mA r+w zero on j2fBel f26 � ax � ffM.!['rC z 9m � ! 19m ran f/IM ,x r /1.9 !IA 11Ad fIro fIMI Irsrs ],900 IIJ2 IfJ9 �E Spy ,IBw ar>_y .r.I. I,.q9 ,9f9 2f9r9 »=2 »l � � an5 If.B kr II]BB HFf1 rzro> 2282, 221J3 2PP09 P2atl f/NI - - mw -- 4 ,IBz z22m iE, zeros zz,fs i� 2Bf ue�3 uoov zzz zzzJB ffJ33 eeezJ te.vr ,� ,Bez9 ePJA zza u.oz n,ao /� B9,z B Bezo zz.Je uzze � zsro � zzsos 2NJ9 z�0 ll201 uaB9 8919 �' zeBa9 � !!xV ,If2B I„lB Ifmr fB9JB ros 22>B2 22n1 ,IJBa � f� lvw6 �' 1328 zze9s zz>zz eer.B »� � � 32B yi 22819 uJi2 Q a ,[9/5 �rrw „ooe 0 xar 9{L p 41CRTH DEER PARK V¢,VOIc'sM1f RESERVE E �r EXHIBIT A POINT EDWARDS LIFTSTATION AGREEMENT WOODWAY SEWER SERVICE FOR POINT EDWARDS LIFTSTATION sC41E, NO �St�. OB/D5/04 NTS rG �07)v-�_• I54r3 AGREEMENT FOR AMENDMENT NO. 1 TO CONTRACT DATED OCTOBER 9, 1967 SANITARY SEWERAGE SERVICE AGREEMENT BETWEEN CITY OF EDMONDS AND-OLYMPIC VIEW WATER DISTRICT WHEREAS, The Ronald Sewer District has a need of, and has requested from Olympic View Water District and the City of Edmonds sanitary sewerage service for thirty-two building lots situated in King County but adjacent to the south boundary of Snohomish County and of Olympic View Water District at 244th Street S.W. between 92nd Avenue W. and 100th Avenue W.; and WHEREAS, service to these said lots may be conveniently provided by gravity flow into the existing sewer system of Olympic View Water District; but service through facilities of Ronald Sewer District would necessitate the construction and operation of an uneconomical pumping station; and WHEREAS, these said lots constitute the last remaining unsewered area in the Ronald Sewer District which are deemed geographically or topographically tributary to the Olympic View/Edmonds sewerage service area; and WHEREAS. the Olympic View Water District sewerage system has adequate capacity to provide sewer service for the said lots; and WHEREAS, the Olympic View Water District has contracted with the City of Edmonds for conveyance, treatment, and disposal of sewage collected within the Olympic View Water District sewerage service area; and WHEREAS, the City of Edmonds facilities are adequate to accept the additional sewage which would be received from the said lots; and WHEREAS, the City of Edmonds and Olympic View Water District both are willing to provide such sewerage service to the said lots in Ronald Sewer District for an acceptable service fee; NOW, THEREFORE, it is mutually agreed by the City of Edmonds and Olympic View Water District that (1) sewer service shall be extended to the said lots in Ronald Sewer District under the terms of the "Contract for Sanitary Sewerage Service" entered into by the City of Edmonds and Olympic View Water District on October 9, 1967; and that for this purpose the "Olympic View Sewerage Service Area" as set forth in Section 9 and on Exhibit "A" of the said contract shall be modified to include -1- the said building lots in Ronald Sewer District, as delineated on the map attached hereto and designated Exhibit "C"; and (2) the customers within the area delineated on Exhibit "C" shall be considered as Olympic View Water District customers, and payment by Olympic View Water District to Edmonds for the said customers shall be computed from the number of customers served multiplied by the agreed monthly service charge per customer as defined under Sections 2 and 3 of the said contract. DATED this day of b :t ^, 3970. u OLYMPIC VIEW WATER DISTRICT CITY OF EDMONDS Snohomish County, Washington Commissioner Mayor ATTEST: Commissioner S '>E,i Commissioner City Clerk -2- �� ���� -���_ •�,� 3_ti--ice= -� wwL��3�L`� i . � � �� ° - -•- - - -_.- �- -- fit, MC)L • .•�ti�, oFOLYt.�Il�iG Vt�`�/���1/1GE ,dtte�3. A.!5 ��T� i_e►-iEf� ?'�Y CGN� 2h►L'3"��_'��: M�D'•F��;� ?�/'=.� i�dIZY /;Z.C>L IPIC �/Igy�[ VtCL � b PEtz S U PT�� �M E NT/sL A-CW -M ice. M &7*E 1 �-r�� � �?`�4r`� � �•: G i TY r= �r.�MC-ct�it�5 c LY ref � c v� �.v tvI.�TL� � i 1 E,112-t4 k AMENDMENT to CONTRACT FOR SANITARY SEWERAGE SERVICE The Contract for Sanitary Sewerage Service, dated October 9, 1967, be- tween Olympic View Water District, Snohomish County, Washington, and the City of Edmonds, Washington, is amended by substituting the Exhibit "B" attached hereto, and by this reference incorporated herein, for the Exhibit "B" attached to that contract. August DATED this 28:!4 day of Rj=qMbM, 1968. ATTEST: 7 City Clerk CITY OF EDMONDS, WASHINGTON OLYMPIC VIEW WATER DISTRICT, Snohomish County, Washington Commissioner 611:�dm�missioner 8/9/68 Revision TILT T T PIT II1It AGREEMENT FOR SANITARY SEWERAGE SERVICE PROVIDED TO OLYMPIC VIEW BY EDMONDS RATIOS FOR COMPUTING NUMBERS OF "EQUIVALENT CUSTOMERS" TYPE OF ESTABLISHMENT 1. Single Family Residence 2. Multiple Family Residence, Duplex Apartment, Trailer Court 3. Hotel, Motel 4. Schools a. Elementary b. Junior High School c. Senior High School 5. Commercial a. Small Shop, store or business establishment b. Supermarket (markets over 5000 sq. ft.) c. Restaurant d. Tavern e. Laundromat f. Professional Office g. Bowling Alley (Exclusive of restaurant) h. Hospital, Nursing Home 6. Churches, Service Organizations, Meeting Halls "EQUIVALENT CUSTOMER" UNITS 1.0 2.0/first two units + 0.7/each additional unit 1.0 + 0.41rental unit 4.0 + 0.033/each student over 120 5.0 + .05/each student over 100 6.0 t .067/each student over 90 1.0 4.0 3.0 t 0.05/each seat over 40 3.0 0.7/machine 1.0 1.0 + 0.1/each lane over 10 2.0 + 0.4/bed 1.0 For any and all establishments not listed herein, the "Equivalent Customer" units shall be computed as the quotient of the annual average monthly metered water use in cubic feet divided by 700, and used to the nearest tenth; excepting that reasonable allowance may be made for metered water which is used for sprink" ling and/or similar purposes not contributing to sewage flows; and provided that no establishment shall be rated at less than one unit. STATE OF WASHINGTON ) ) ss COUNTY OF SNOHOMISH ) On this - day of 4�,f� _, 1968, before me, the undersigned, a Notary Public in and f6r the State of Washington, duly commissioned and sworn, personally appeared ,— .��6L�•�.z�[�a� and rho ti to me known to be the Mayor and the City Clerk respeclXvely, of the City of Edmonds, the municipal corporation that executed the foregoing instrument, and acknowledged that instrument to be the free and voluntary act and deed of that municipal corporation for the uses and purposes therein mentioned, and on oath stated that they were authorized to exe- cute the instrument and that the seal affixed is the official seal of that municipal corporation. WITNESS my hand and official seal hereto affixed the day and year first above written. NOTARY PUBLIC in and for the St -ate of Washington, residing at STATE OF WASHINGTON ) ) ss COUNTY OF SNOHOMISH ) On this tL day of _ 1968, before me, the undersigned, a Notary Public in and'4or the State of Washington, duly commissioned and sworn, personally appeared Roger L. Culbertson and Edward Roy Allen and Tames T. Moore to me known to be members of the Board of Water Commissioners of Olympic View Water District, Snohomish County, Washington, the municipal corporation that executed the foregoing instrument, and acknowledged that instrument to be the free and voluntary act and deed of that municipal corporation for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute the instrument and that the seal affixed is the seal of that municipal corporation. WITNESS my hand and official seal hereto affixed the day and year first above written. (�, D-A� NOTARY PUBLI in and for t - to of Washington, residing at Unable to locate Contract dated October 9, 1967 for Sanitary Sewerage Service Agreement between City of Edmonds and Olympic View Water District.