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Interlocal Agreement with Lynnwood for Traffic Signals Maintenance and OperationCity of Lynnwood/City of Edmonds Traffic Signals Maintenance and Operation Agreement THIS INTERLOCAL MAINTENANCE AND OPERATION AGREEMENT (hereinafter, "the Agreement") is entered into under the authority of the Interlocal Cooperation Act, Chapter 39.34 RCW, between the City of Edmonds (hereinafter, "Edmonds"), a municipal corporation organized under the laws of the State of Washington, and the City of Lynnwood (hereinafter, "Lynnwood"), a municipal corporation organized under the laws of the State of Washington (collectively, "the Parties"), to define the rights, obligations, costs and liabilities of the Parties regarding the maintenance and operation of traffic signals located within Edmonds). WHEREAS, Chapter 39.34 RCW (the Interlocal Cooperation Act) 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, the Parties desire eventually to enter into an agreement with various other governmental entities for the purpose of maintaining and operating a multi - jurisdictional Intelligent Transportation System (ITS); and WHEREAS, the Parties desire to operate and maintain existing traffic signal systems immediately and without the delay of waiting for the drafting, negotiation and execution of a multi jurisdictional agreement; and WHEREAS, the Parties desire to enter into an agreement to define their respective rights, obligations, costs and liabilities regarding the operation and maintenance of the existing traffic signal systems; and WHEREAS, the Parties recognize that Lynnwood signal maintenance staff have the skills and proximity to provide timely assistance, and that they have unique knowledge of ITS components, they desire that Lynnwood personnel provide specific on -call services for maintaining and operating traffic signal systems in Edmonds; NOW, THEREFORE, in consideration of the terms, conditions and covenants contained herein, or attached hereto and incorporated herein by reference, the Parties agree as follows: Section 1. Purpose. The purpose of this Agreement is to provide for mutual cooperation between the Parties in maintaining and operating existing traffic signal systems within Edmonds. The terms, conditions, and covenants of this Agreement shall accordingly be interpreted to further this purpose. This Agreement further seeks to allocate and define the Parties' respective rights, obligations, costs and liabilities concerning the operation and maintenance of the traffic signal systems. Section 2. Term. This Agreement shall be effective on the date of execution by the Parties hereto. This Agreement shall remain in effect unless terminated in accordance with Section 3,. {JZL497225.D0Q2/00006.900190/) I V Section 3. Termination. Either Party may terminate this Agreement without cause by providing the other Party with 30 days written notice of its intent to terminate. Section 4. Joint Owned Traffic Signals — Responsibilities At two signal locations along SR 99, the City limits of Edmonds and Lynnwood divide the intersection, placing two quadrants within each jurisdiction. It is agreed that the Parties will each assume complete maintenance responsibilities, including rebuilding, for one signal system, as follows: • 216th Street SW / SR 99 City of Edmonds ■ 212th Street SW / SR 99 City of Lynnwood Section 5. Provision of On -Call Maintenance and Operation Services. Lynnwood shall provide on -call assistance in maintaining and operating the traffic signal systems within Edmonds, subject to available workforce. Edmonds shall reimburse Lynnwood for all services, materials, labor, and equipment necessary to maintain and operate Edmonds' traffic signal systems as requested. The services provided by Lynnwood shall fall into the following three general categories. 1. Emergency Call -Outs: Signal system emergencies in Edmonds shall be a high priority. Lynnwood technicians shall respond as soon as possible during the work day, and when on -call at night and weekends. Edmonds emergencies shall be rated a higher priority than non -critical work in Lynnwood. Night and weekend call -outs shall be subject to union negotiated minimum hourly charges. 2. Non -critical Repairs: Non -critical repairs will be responded to by Lynnwood technicians only after critical Lynnwood signal work has been completed. Edmonds will have the choice of asking for response on overtime, if regular time response is not adequate. Lynnwood technicians will not be required to work overtime for Edmonds. 3. Signal Engineering: Signal engineering, including signal timing, planning, and design will be responded to by Lynnwood engineers only after critical Lynnwood signal work has been completed. Edmonds will have the choice of asking for response on overtime, if regular time response is not adequate. Lynnwood engineers will not be required to work overtime for Edmonds. Section 6. Billing. Payment and Rates for Services Provided. A. Rates. Edmonds shall pay Lynnwood 100% of its expenses for maintenance and operation services performed by Lynnwood under this Agreement, including labor, equipment, and materials, plus 15% administrative overhead. B. Billing and Payment. Lynnwood shall submit monthly invoices to Edmonds for services performed under this Agreement during the preceding month. Each invoice shall state the payment due for each service, by location. Invoices shall be mailed to Edmonds at the address listed in Section 15, care of the City of Edmonds Finance Department. Edmonds shall pay Lynnwood the appropriate amount within 15 days of receiving each monthly invoice. {JZL497225_DOC;2/00006.900190/} 2 C. Disputes. Any dispute arising between the Parties concerning rates or billing for services rendered under this Agreement shall be resolved using the dispute resolution procedures established by Section 7. Section 7. Joint Administration — Dispute Resolution. A. Joint Board. The provisions of this Agreement shall be administered by a Joint Board consisting of the Public Works Director of the City of Edmonds and the Public Works Director of the City of Lynnwood. If a dispute arises concerning the interpretation or application of the provisions, duties or obligations under this Agreement, the dispute shall be referred to the Joint Board for resolution. B. Arbitration. If the Joint Board is unable to resolve a dispute referred to it for resolution, the Joint Board shall refer the dispute to binding arbitration. The arbitrator shall be selected by the Joint Board, PROVIDED that, if the Joint Board cannot mutually agree upon an arbitrator, either Board member may petition the Snohomish County Superior Court to appoint an arbitrator. Both members of the Joint Board shall consent to the arbitrator appointed by the Superior Court, and hereby waive any objection thereto. Section 8. Failure to Perform. The failure of either Party to perform its duties and obligations under this Agreement shall constitute a breach of contract and shall be grounds for termination at the non -breaching Party's discretion. Section 9. Non -waiver. Waiver by a Party of any provision of this Agreement shall not constitute a waiver of any other provision. Section 10. Release, Indemnification and Hold Harmless. A. In performing the work under this Agreement, Lynnwood agrees to protect, indemnify and save Edmonds harmless from and against any and all injury or damage to Edmonds or its 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 the fault of Lynnwood, its agents, employees, representatives or subcontractors. Lynnwood specifically promises to indemnify Edmonds against claims or suits brought under Title 51 RCW by Lynnwood's employees 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. Lynnwood shall also indemnify and hold Edmonds harmless from any wage, overtime or benefit claim of any Lynnwood employee, agent, representative or subcontractor performing services and this Agreement. Lynnwood further agrees to fully indemnify Edmonds from and against any and all costs of defending any such claim or demand to the end that Edmonds is held harmless therefrom. This paragraph shall not apply to damages or claims resulting form the sole negligence of Edmonds. In situations involving the negligence of Edmonds or its employees, the Parties' respective liability shall be as defined by the law of the State of Washington. B. Edmonds agrees to protect, indemnify and save Lynnwood harmless from and against any and all injury or damage to Lynnwood or its 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 {JZL497225.DOC;2/00006.900190/) 3 performed under the terms hereof, caused by the fault of Edmonds, its agents, employees, representatives or subcontractors. Edmonds specifically promises to indemnify Lynnwood against claims or suits brought under Title 51 RCW by Edmonds' employees 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. Edmonds shall also indemnify and hold Lynnwood harmless from any wage, overtime or benefit claim of any Edmonds employee, agent, representative or subcontractor performing services and this Agreement. Edmonds further agrees to fully indemnify Lynnwood from and against any and all costs of defending any such claim or demand to the end that Lynnwood is held harmless therefrom. This paragraph shall not apply to damages or claims resulting from the sole negligence of Lynnwood. In situations involving the negligence of Lynnwood or its employees, the Parties' respective liability shall be as defined by the law of the State of Washington. Section 11. No Employment Relationship Created Between Lynnwood's Employees and Edmonds. The Parties intend that no employment relationship will be created by this Agreement between Edmonds and any employee, agent, representative or subcontractor of Lynnwood. No agent, employee or representative or subcontractor of Lynnwood shall be deemed to be an agent, employee or representative or subcontractor of Edmonds for any purpose. Lynnwood shall be solely responsible for all acts of its agents, employees, representatives and subcontractors during the performance of this Agreement. Section 12. Insurance Coverage. Lynnwood shall secure, maintain and provide assurances of adequate insurance coverage or participation in a pool insurance program. Certificates of coverage shall be delivered to Edmonds within fifteen (15) days of execution of this Agreement. The City of Edmonds shall be a named insured. Tot he extent that Lynnwood incurs additional costs to obtain such coverage, the costs shall be billed as provided in §6(A) and paid by Edmonds. Section 13. Assignability. The services to be provided by Lynnwood pursuant to this Agreement may be assigned or subcontracted to another party only with the express written consent of Edmonds. Notwithstanding any such assignment or subcontract, Lynnwood shall remain solely responsible to Edmonds for the quality and timeliness of the assigned or subcontracted work. Section 14. Force Majeur. Neither Party shall be considered in default in the performance of its obligations under this Agreement to the extent that the performance of said obligation is prevented or delayed by any cause, existing or future, which is unforeseen and beyond the reasonable control of the affected Party. Section 15. Notices. Notices to Edmonds shall be sent to the following address: STREET MANAGER CITY OF EDMONDS PUBLIC WORKS {JZL497225.DOC;2/00006.900190/) 4 7110 — 210TH STREET, SW EDMONDS, WA 98026 Notices to Lynnwood shall be sent to the following address: TRANSPORTATION MANAGER CITY OF LYNNWOOD P.O. BOX 5008 LYNNWOOD, WA 98046-5008 Receipt of any notice shall be deemed effective three (3) days after deposit of written notice in the U.S. mails, with proper postage and properly addressed. Section 16. Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Venue for any action arising from the interpretation or performance of this Agreement shall be within Snohomish County, Washington. Section 17. Financing and Property. The Parties do not anticipate that this Agreement will necessitate either joint financing or budgeting, or the acquisition, holding, or disposition of property. If the need for such budgeting or property arises, the Joint Board shall administer any necessary budgeting or property acquisition, holding, or disposition. IN WITNESS OF THEIR MUTUAL CONSENT, the parties hereto have executed this agreement as of the day and year as written below: DATED THIS kdDAY OF CITY OF E MO.NDS By: Si atuf• Gary Haakenson Mayor APPROM 04VTO City Attorney STATE OF WASHINGTON ) )SS COUNTY OF ) {JZ1497225.D0C;2/00006.900190/) Gry , 2006. C Y OF L NW By: Signature Don Gough Mayor City Attorney On this day of , 2001, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the of the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. WITNESS my hand and official seal hereto affixed the day and year first above written. NOTARY PUBLIC My commission expires: {JZL497225.DOC;2/00006.900190/) 6 (S) MEMO CITY OF SHORELINE Clerk's Receiving No: !! Date: 0 + ti e1' ECEIVED August 1, 2001 JAN 0 4 2002 TO: Steve Burkett, City Manager, City of Shoreline Maureen Sullivan, Seattle North King Area Administrator, WDSOT OFFICE OF THE MAYOR Gary Haakenson, Mayor, City of Edmonds FROM: Harold Taniguchi, Deputy Director Kin Count Department of Trans ortatione. � P Y � g Y P P M This memorandum is intended to summarize the understandings of the parties concerning the ownership and operation of traffic signals at N 205"' Street and Highway 99 North and N 205"' and the north entrance to the Home Depot. This agreement only covers these two traffic signals. It is acknowledged that a comprehensive agreement addressing jurisdictional responsibility for all other aspects of these intersections is still pending. With regard to these two traffic signal, the parties agree to the following: City of Shoreline: ❑ The City of Shoreline agrees to accept, own and operate these two traffic signals after the improvements and actions described in this letter are satisfactorily completed. ❑ The City of Shoreline agrees to accept, own and operate the bus detection equipment after this equipment is installed, tested and accepted. ❑ In the near term, the City of Shoreline anticipates extending its current on call service contract with King County Roads Services Division to address the required maintenance and operations of these two installations. WSDOT: ❑ WSDOT agrees to cede ownership and operation of the signals at N 205"' Street and Highway 99 North and N 205'b Street and the north entrance to Home Depot to the City of Shoreline. ❑ Prior to this transition in ownership, WSDOT agrees to complete at its expense the following tasks within one year of the execution of this letter of agreement. 1. Relocate the master controller from the controller cabinet at Highway 99 North and N 205"'- St. 2. Remove state microwave equipment from the controller cabinets at both intersections. 3. Provide any existing cabinet print details on point-to-point wiring for both installations. 4. Provide any existing as built plans for both signal installations. 5. Retain ownership and operation of street lights on overpass after it provides for a new and separate power feed to the signal. 41-'�9c?7 CoN- 5-�5 Memorandum of Agreement fo. - ,'raffic Signal at N 205'h St and Highway 99 t,�)rth July 31, 2001 Page 2 of 2 ❑ WSDOT agrees to coordinate its efforts with the City of Shoreline through King County Roads Services Division, who act on behalf of the City of Shoreline in matters of signal operations and maintenance. WSDOT agrees to prepare whatever additional documents it requires to transition ownership of this signal to the City of Shoreline. ❑ WSDOT will notify the City of Shoreline when all of these items listed above have been completed. Notification that this work has been completed with serve as the official date for transferring ownership of these two signals from WSDOT to Shoreline. King County: ❑ The Metro Transit Division of King County agrees to pay up to $20,000 for the following items: 1. An upgrade of the controllers at both intersections to an Econolite ASC-2RM, inclusive of equipment and installation. 2. Assist in the removal of the signal from the State's light system and the provision of power to the signals from a new city service. 3. Complete the punch list of items identified in a field survey of the intersections by King County signal technicians, as outlined in the field survey notes from 5/18/01. 4. Costs in excess of $20,000 for items 1 through 3 will be paid by WSDOT under a discretionary service agreement with King County Roads. ❑ King County Roads Services Division agrees to perform the services described above under the heading "King County: The Metro Transit Division...". King County Roads Services Division will notify the City of Shoreline when all of these items have been completed. ❑ The Metro Transit Division of King County will pay for the cost to purchase and install the bus detection equipment required to operate transit signal priority at the intersection of Highway 99 North and N 205th St. The bus detection equipment will be inspected and recommended for acceptance by King County Roads Services Division, acting on behalf of the City of Shoreline. City of Edmonds: ❑ The City of Edmonds concurs and supports the actions described above. Pleas indicate your con urrence with these terms in the signature block provided below: Steve Burkett, City Manager Date City of Sh reline ty 141 Z, G aaken , Mayor Dat City of Edmdods Ma4en Sullivan, Seattle North King County Administrator Da e Washington State Department of Transportation V14�14 _�-11-31101 Harold Taniguchi, De ty Director, Da e King County Department of Transportation -�, " ►N-0E� 393 AGREEMENT FOR INSTALLATION AND MAINTENANCE OF OPTICOM TRAFFIC SIGNAL EQUIPMENT 212TH STREET S. W. AND STATE HIGHWAY 99 AGREEMENT made this date between the City of Edmonds, Washington, hereafter referred to as "Edmonds" and the City of Lynnwood, Washington, here- after referred to as "Lynnwood", WHEREAS, Edmonds and Lynnwood desire to have "Opticom" equipment installed at the intersection of 212th Street S. W. and State Highway 99, and WHEREAS, portions of said intersection are located both in the City of Lynnwood and the City of Edmonds, and WHEREAS, installation of said Opticom equipment will be in the best interest of the public health, safety and general welfare of Lynnwood and Edmonds, now, therefore, in consideration of mutual benefits and mutual covenants contained herein the parties agree as follows: 1. Lynnwood shall take all necessary steps for the acquisition and installation of said Opticom equipment at the intersection of 212th Street S. W. and State Highway 99, including design of specifications, preparation of contract documents, notification to bidders, and award of contract. Provided, however, Edmonds shall have the right to approve the specifications of said Opticom equipment prior to incurring any obligations contained in this agreement. 2. Edmonds agrees to pay Lynnwood one-half (1/2) the purchase price and one-half (1/2) the costs of installation of said Opticom equipment at 212th Street S. W. and State Highway 99 up to a maximum contribution of $5,000.00. 3. Lynnwood agrees to be solely responsible for maintaining the Opticom equipment at the intersection of 212th Street S. W. and State Highway 99 and for keeping the same in constant proper working order. 4. Edmonds agrees to reimburse Lynnwood one-half (1/2) the costs of repair, maintenance and upkeep of the Opticom equipment at 212th Street S. W. and State Highway 99 and all costs to name Edmonds as an additional party insured in Lynnwood's general liability insurance policy, up to a maxi- mum contribution of $75.00 per month. Provided, however, that should one-half (1/2) the actual, direct costs of repair, maintenance upkeep of said equipment and insurance costs exceed $75.00 per month, the parties may agree upon a higher level of reimbursement. 5. Edmonds shall not be required to reimburse Lynnwood for one- half (1/2) the purchase price and costs of installation of the Opticom equip- ment nor reimburse Lynnwood for one-half (1/2) the maintenance costs or insurance costs until after January 1, 1979. 6. Lynnwood agrees to indemnity and hold harmless Edmonds for any and all damages and claims incurred by third parties as a result of any negligent act or omission to act committed by Lynnwood in its operation and maintenance of the traffic signal. It is understood by the parties that Lynnwood will name Edmonds as an additional party insured in its general liability insurance policy for the purpose of this indemnification. DATED this «-k day of 1983. CITY OF LYNNWOOD CITY OF EDMONDS t c � � By : �� By: ayor, J. Hrdlicka or,Harrison Attest: Attest: n �r City Clerk 'j C ty C er — Approved as to form.:) Approved as to form: 4.Gay4yzJo r lac W Wayne a n a k a City Attorney City Atteftey 1161E - 2 - �I�gICJ2--hd�-� Con►-� .� A G R E E M E N T AGREEMENT FOR THE TRANSFER OF FUNDING FROM THE CITY OF EDMONDS TO THE CITY OF LYNNWOOD THIS AGREEMENT, made between the CITY OF EDMONDS and the CITY OF LYNNWOOD, both municipal corporations of the State of Washington, WITNESSETH: WHEREAS, the City of Edmonds and the City of Lynnwood have heretofore made application to the State Department of Transportation and the Federal Highway Administration for approval and funding of improvements to SR-99 at 212th Street S.W., 220th Street S.W., 224th Street S.W., and 238th Street S.W., as a signal interconnect project which is to be a joint project with the Department of Transportation and the above -mentioned local agencies, and, WHEREAS, the City of Lynnwood is the administering agency for the Traffic Signal Interconnect Federal Aid Urban System Project (M2511(1)) and the project can be better coordinated if only one local agency is administering construction of the improvement, and, WHEREAS, the City of Edmonds and the City of Lynnwood previously entered into an Agreement dated September 29, 1978 providing for the City of Edmonds' participation in the preparation of plans, and such Agreement should now be modified to reflect actual costs for design and expanded to include anticipated construction costs for project implementation, NOW, THEREFORE, it is agreed as follows: 1. The City of Edmonds hereby assigns and agrees to contribute up to but not to exceed $18,685 of which $14,865 shall and must be the Federal share, and $3,820 shall be the City of Edmonds' share of preliminary engineering activity unless otherwise authorized in writing. The City of Lynnwood will bill the City of Edmonds for their matching portion of expenses incurred to prepare the plans for this project. 2. The City of Edmonds hereby assigns and agrees to contribute up to but not to exceed $160,000 of which $132,000 shall and must be the Federal share, and $28,000 shall be the City of Edmonds' share of the construction activity unless otherwise authorized in writing. The City of Lynnwood will bill the City of Edmonds for their matching portion of expenses incurred during construction of the project. 3. The City of Lynnwood agrees to furnish to the City of Edmonds copies of all pertinent correspondence, plans and specifications for review and comment, construction schedules, contract documentation, payment and progress reports and proper notification of all coordination meetings as scheduled. DATED this 9 T14 day of f-=; � _ , 1982. ATTEST: n Ar 1 Lzti�- City Clerk ATTEST : City Cleric 0267E CITY OF EDMONDS: HARVE H. HARRISON, Mayor CITY OF LYNNWOOD: 7 M. r HRDLICf{A, Mayor A G R E E M E N T AGREE14ENT FOR THE TRANSFER OF FUNDING FROM THE CITY OF EDMONDS TO THE CITY OF LYNr WOOD THIS AGREEMENT, made between the CITY OF EDMONDS and the CITY OF LYNNWOOD, both municipal corporations of the State of Washington, W I T N E S S E T H: WHEREAS, the City of Edmonds and the City of Lynnwood have heretofore made application to the State Department of Transportation and *the Federal Highway Administration for approval and funding of improvements to SR 99 at 212th Street S.W., 220th Street S.W., 224th Street S.W., and 238th Street S.W., as a signal interconnect project which is to be a joint project with the Department of Transportation and the above -mentioned local agencies, and, WHEREAS, the City of Lynnwood is the administering agency for the Traffic Signal Interconnect Federal Aid Urban System Project (M-2511(1)) and the project can be better coordinated if only one local agency is administering construction of the improvement, now, therefore, it is agreed as follows: 1. The City of Edmonds hereby assigns and agrees to contribute up to but not to exceed $12,000 of which $9,547 shall and must be the Federal Share, and $2,453 shall be the City of Edmonds' share unless otherwise authorized in writing. The City of Lynnwood will bill the City for their matching portion for expenses incurred to prepare the plans for this project. 2. The City of Lynnwood agrees to furnish to the City of. Edmonds copies of all pertinent correspondence, plans and specifications for review and comment, including notification of all coordination meetings as scheduled, and being prepared by H.W. Lockner a consulting firm under agreement to the City of Lynnwood to prepare the plan specifications and engineering for this project. DATED this 29 day of September, 1978. ATTEST: CITY OF EDMONDS f � I BY: '?'d2 ew�7�� City Clerk Mayor ATTEST CITY OF LYNNWJOOD �. BY: Finan e Officer Mayor -2- RESOLUTION NO. 414 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, AMENDING RESOLUTION NO. 406, PASSED BY THE CITY COUNCIL ON JUNE 27, 1978, TO INCREASE THE CITY OF EDMONDS' SHARE OF THE DESIGN COSTS OF INTERCONNECTION OF TRAFFIC SIGNALS ON HIGHWAY 99 FROM $10,000 TO $12,000. WHEREAS, by Resolution No. 406, passed by the City Council on June 27, 1978, the City Council authorized the Mayor to enter into the necessary agreements for the City to participate in the design of the interconnection of traffic signals on Highway 99, and, WHEREAS, since that time the costs of such design have increased, now, therefore, THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: Resolution No. 406, passed by the City Council on June 27, 1978, is hereby amended to read as follows: "l. The City of Edmonds agrees to participate with the City of Lynnwood and the Washington State De- partment of Transportation in the amount of $12,000 for the design of the interconnection of traffic signals on Highway 99, based on the following prorations: 212th Street S.W. - 50o Edmonds, 50"') Lynnwood 220th Street S.W. - 50"> Edmonds, 50 WSDO`I' 224th Street S.W. - 100% Edmonds 238th Street S.W. - 50%.Edmonds, 5010 WSDOT 2. The Mayor is hereby authorized to enter into the necessary FAM, City of Lynnwood, and Washington State Department of Transportatici agreements to accomplish the purposes set forth in this resolution, based upon a cash flow of $12,000 occurring in early 1979." APPROVED: AIl1YDR, Fi. fi . #garrison ATTEST/AUTHENTICATED: CITY CLERK, Irene,'/Varney Moran FILED WITH THE CITY CLERK: September 26, 1978 PASSED BY THE CITY COUNCIL: October 3, 1978 EXHIBIT "A" TO THE SUPPLL CONSULTANT AGREEMENT 4`Jo�� NTAL AGREEMENT )�`L THIS AGREEMENT, made and entered into on this loth day of April, 1978, by and between the CITY OF LYNNWOOD, WASHINGTON, hereinafter called the "CITY", and the consulting firm of H. W.•LOCHNER, INC., with a home address of 20 North Wacker Drive, Chicago, Illinois, incorporated in the State of Wisconsin, with a local address of 300-120th Ave. N. E.; Bellevue, Washington, 98005, the location in Washington State at which work will be available for inspection, hereinafter called the "CONSULTANT". The STATE OF WASHINGTON acting by and through the Washington State Transportation Commission and the Department of Transportation, hereinafter called the "STATE", together with the Federal Highway Administration, hereinafter called the FHWA, administrates the Federal -aid Urban Systems funds, WHEREAS, the FEDERAL GOVERNMENT through its Department of Transportation and Federal Highway Administration, pursuant to Title 23, U.S. Code, has es- tablished a program of Federal -aid to the states designated as the Federal - aid Urban System (FAM) Program, with a general purpose to increase the capacity of arterials in urban areas of the United States, and WHEREAS, the CITY desires to accomplish this Federal -aid project, number M-25110 ), entitled Citywide Interconnect Traffic Signals, with the aid of FAM funds provided under the Federal Highway Act of 1968, Title 23, U.S. Code, Highways, FAM Program and all amendments thereto and the rules and regulations promulgated by said U.S. Department of Transportation, especially Instructional Memorandum 1072-71 (Volume 4, Chapter 6, Section 3, Federal -aid Highway Program Manual), and •r WHEREAS, the CITY has not sufficient qualified engineering employees to prepare the necessary construction plans, specifications and contract within a reasonable time and the CITY deems it advisable and is desirous of engaging the professional services and assistance of a qualified consulting engineering firm to do the necessary engineering work for the FAM Program and to develop plans, specifications and estimates, and WHEREAS, the CONSULTANT has represented and by entering into this Agree- ment now represents, that he is in full compliance with the statutes of the State of Washington for registration of professional engineers and that all personnel to be assigned to the work required under this Agreement are fully qualified to perform the work to which they will be assigned in a competent and professional manner, and WHEREAS, the CONSULTANT has indicated that he desires to do the work set forth in the Agreement upon the terms and conditions set forth below: NOW, THEREFORE, in consideration of the terms, conditions covenants and performances contained herein below, the parties hereto agree as follows: I GENERAL DESCRIPTION OF WORK The work under this Agreement shall consist of performing engineering services as herein defined and necessary to accomplish the completed work for the project. The CONSULTANT shall furnish all materials, equipment, supplies and incidentals necessary to prepare and deliver to the CITY the plans, speci- fications and estimates (PS&E) as designated elsewhere in this Agreement. 2 Procedures shall be consistent with the provisions of the current edition of the Department of Transportation "Highways Design Manual" and amendments thereto: 1. Plans shall be prepared with such provision and in such detail as to permit the convenient layout in the field for construction and other purposes within a degree of accuracy acceptable to the CITY. 2. Plans shall be in such detail as to permit the development of an accurate estimate of quantities for the several pertinent items of work to be performed in the construction of the project. 3. The scales to be used, the lettering and general delineation of the plans, shall be such as will provide legible reproduction when the plans are reduced to one-fourth of their original size (50 per- cent reduction). 4. The minimum horizonta' scale for the plans shall be "one inch equals 50 feet" for channelization plans and "one inch equals 20 feet" for signalization plans. 5. Plans shall include complete details for the proposed utility work to be performed by others, interconnect, paving marking, signing, signal- ization and city street revisions, as necessary. Plans shall show all necessary existing physical features, surface and sub -surface facilities, as determined by field survey or indicated on CITY or utility company records for the area included in the right-of-way, or greater, if neces- sary, outside the right-of-way to include pertinent details adjacent to the right-of-way. 3 6. Special Provisions shall be included in the contract plans for items of work which are not covered by the STATE's Standard Specifications as may be required to properly cover the work contemplated by the plans. 7. The CONSULTANT shall furnish such pertinent information and data with respect to the plans and design as the CITY may request, including, but not necessarily limited to one (1) copy of the quantity and design computations. 8. The quantities shall be divided into parts corresponding to the con- struction contracts or as otherwise designated by the STATE. These quantities shall be as near as possible to the actual quantities and shall not be arbitrarily increased. The CONSULTANT shall apply to the computed quantities an estimated unit cost of construction. These quantities and cost estimates shall be based on prevailing average bid prices received on similar projects by the STATE. 9. Field surveys required to complete the plans in the Agreement shall be furnished by the CITY. The CONSULTANT shall perform all work described in this Agreement neces- sary to the complete design of the project to conform with the policies and standards set forth in Section III. The CONSULTANT shall prepare such information and studies as may be pertinent, necessary and requested by the CITY, in order to pass critical judgment on the features of the work. The CONSULTANT shall make such minor changes, amendments or revisions in the detail of the work as may be required by the CITY. This item does not constitute an "Extra Work" item as related in Section VIII of the Agree- ment. When alternates are being considered, the CITY shall have the right of selection. 4 The Department of Transportation and Federal Highway Administration shall have the right to initiate conferences between the CONSULTANT and the CITY and to participate fn the review and examination of the work in progress. The plans and specifications Shall be verified by a complete check by the CONSULTANT and shall be so certified by the CONSULTANT. The CONSULTANT will be held responsible for the accuracy of the work, even though the work has been accepted by the CITY. 5 II SCOPE OF WORK The general task for the CONSULTANT is to develop a Design Report, prepare the PS&E, and coordinate the implementation of recommended improvements to up- grade the fourteen traffic signals to MUTCD standards. The upgrading will also include provisions for interconnecting these traffic signals with the Washington = State Department of Transportation's Computer Controlled Signal System. Sionals to be considered are the following: 1) SR 99 @ 212th Street S.W. 8) 200th St. S.W. @ 44th Ave. W. 2) SR 99 @ 208th Street S.W. 9) 196th St. S.W. @ 37th Ave. W. 3) SR 99 @ 200th Street S.W. 10) 196th St. S.W. @ 44th Ave. W. ?4) SR 99 @ 196th Street S.W. 11) 196th St. S.W. @ Scriber Lk. Rd. 5) SR 99 @ 188th Street S.W. 12) 196th St. S.W. @ 64th Ave. W._ 6) SR 99 @ 176th Street S.W. 13) 196th St. S.W. @ 68th Ave. 1-1. 7) 208th St. S.W. @ 68th Ave. W. 14) 196th St. S.W. @ 76th Ave. W. The work will include, but not necessarily be limited to the following: A. Field Evaluation 1. The first task for the field evaluation will be to assemble existing data concerning these intersections from CITY, STATE and the Snohomish County files. As -built sketches will then be prepared based on available data and field reconnaissance of each traffic signal location. As -built sketches will include: a) Intersection Geometrics b) Traffic Signal Layout Diagram c) Phasing Diagram d) Existing Utilities 2. Positions and visability of signal heads at each intersection will be examined and their installation effectiveness will be evaluated. F r 3. Information on existing phasing and capacity will be obtained from STATE files and field review of the control equipment at each inter- section. 4. Public utilities within the intersections will be checked. Infor- mation will be obtained from the CITY and private utility companies. Where necessary, the existing utilities will be added to the as - built sketches. 5. All existing hardware including poles, signal heads, cabinets, etc. will be checked and th`;r usefulness will be evaluated. The per- formance of detectors, signal heads, optical detectors and controllers will be evaluated and the need for future improvement will be deter- mined. Information on performance history will be obtained from the CITY and the STATE. The physical appearance and layout of the hard- ware will be compared with the recommended standards in MUTCD. B. Design Report After the field evaluation of existing conditions at each intersection is completed, a Design Report will be developed based upon the outcome of the evaluation. The Design Report will be prepared using a Xerox copying process on 8-1/2" x 11" sheets with black and white exhibits only. Five (5) bound copies of the Report and the original text will be provided to the CITY. The tasks in preparing the Design Report will consist of the following: 1. Existing and projected traffic volumes at all fourteen inter- sections will be studied. Traffic flow volumes will be obtained from the CITY and the STATE, and the requirements for traffic movement will be analyzed. 7 2. Turning movements at all intersections will be considered in terms of channelization requirements. Channelization improvements will be evaluated and recommended where necessary. 3. The existing capacity of each intersection will be analyzed. 4. Recommended changes to existing phasing will be discussed and new phasing sequence for each.intersection will be developed where required. Turn -on timing pattern will be determined for each intersection. 5. Recommendations will be made for modifications and/or replacement of field hardware, where necessary. Field hardware includes span wires, poles, signal heads, loops, cabinets, and other field located components. 6. Information on field controllers used for the Computer Controlled Signal System will be obtained from the STATE. Their application for this project will be detailed. 7. A priority implementation schedule will be developed for recommended improvements. This schedule will identify the priority of individual intersections and groupings that should be considered for simultaneous implementation. A general cost estimate will also be developed for the recommended improvements at each intersection. C. PS & E Development Upon approval of the Design Report, the work for developing Plans, Specifi- cations and Cost Estimates will begin. These contract documents will be prepared to allow flexible staging of construction. r' \ T. Plans will be developed in accordance with State of Washington Standard Plans. For every intersection, the folioaing will be prepared: a) Traffic Signal Layout b' Signal Sequence and Phasing Chart c) Signal Head Detail d) Wiring and Construction (dotes e) Wiring Schematic Layout f) _Pole Schedule (where needed) Complete plans for each intersection will be prepared to allow imple- mentation of recommended improvements one intersection at a time, if desired. One set of Legend and General Notes will also be prepared for the entire set. 2. Specifications will be divided into two major parts: a) Common: Specifications in this section will be applicable to all intersections. Specifications will include field hardware equipment, signal controllers, data communications equipment, and electrical requirements. b) 5Pecial: Any additional specifications necessary for individual intersections will be prepared separately to allow for staged construction. 3. Engineering Estimates. A detailed estimate of quantities, unit costs, and total construction costs will be prepared for recommended improvements at each inter- section. Estimates will be made on a per intersection basis for bidding purposes. x D. Coordination Meetings Throughout the duration of this Agreement, general review and progress meet- ings will be held with CITY and STATE personnel. In addition, coordination meetings will be held, when necessary, with repre- sentatives of the utility companies and the contractor currently installing the Computer Controlled Signal System on SR 99. 10 r III DESIGN CRITERIA The CITY will designate the basic premises and criteria for the design. Reports and plans, to the extent feasible, shall be developed in accordance with the latest edition and amendments of the following: 1. Washington State Department of Transportation, "Standard Specifications for Road and Bridge Construction" 2. Washington State Department of Transportation, "Standard for Road Construction" 3. Washington State Department of Transportation, "Highway Design Manual" 4. Washington State Department of Transportation, "Standards for Bridge Construction" 5. Washington State Department of Transportation, "Bridge Design Criteria" 6. Washington State Department of Transportation, "Manual of Highways Hydraulics" 1. Washington State Department of Transportation, "Material Laboratory Outline" 8. Highway Research Board's Manual entitled, "Highway Capacity" 9. FHWA and Washington State Department of Transportation, "Manual on Uniform Traffic Control Devices for Streets and Highways" 10. Washington State Department of Transportation, "Construction Manual" 11. All applicable standards, policies, or guides as provided in Volume 6, Chapter 2, Section 1, Sub -section 1, of the Federal Highway Program Manual (FHPM), Design Standards for Federal -aid Projects, U.S. Department of Transportation, Federal Highway Administration. 12. Standard drawings prepared by the CITY and furnished to the CONSULTANT shall be used as a guide in all cases where they fit design conditions. The CITY will furnish the CONSULTANT copies of the plans, profiles, cross - sections or documents which are available to the CITY that will facilitate the preparation of the plans and studies within the limits of the project. 12 I IV DOCUMENTS TO BE FURNISHED BY THE CONSULTANT The following documents, exhibits or other presentations for the work covered by this Agreement shall be furnished by the CONSULTANT to the CITY upon completion of the various phases of the work. All such material, including photographic negatives used in the project, shall become and remain the property of the CITY and may be used by it without restriction. Documents to be furnished by the CONSULTANT are as follows: 1. Five (5) bound typewritten copies of the Design Report and the original text, plus one () copy of general cost estimate for the recommended improvements. 2. One (1) set of all sheets comprising the set of contract plans on permanent scale stable reproducibles, together with one (1) copy of all reports, drawings, etc., appertaining thereto, plus an equal number of revised copies, if review discloses that revisions are necessary. 3.- Five (5) sets of typewritten copies of special provisions to the Standard Specifications. 4. One (1) copy of the quantity and design computations for the work performed under this Agreement. 5. One (1) copy of the detailed estimate of cost of the work to be constructed. 13 0 V TIME OF BEGINNING AND COMPLETION The CONSULTANT shall not begin work under the terms of this Agreement until authorized in writing by the CITY. Time for completion of Items A and B, Section II, is 122 calendar days; Item Cy Section II, is 122*calendar days after approval of Item B (Design Report). Work for Item D, Section II, will be concurrently with Item A, B, and C. Established completion time shall not be extended because of any unwarranted delays attributable to the CONSULTANT, but may be extended by the CITY in the event of a delay attributable to the CITY, STATE, FN41A, or because of unavoid- able delays caused by an act of God or governmental actions or other conditions beyond the control of the CONSULTANT. Delays attributable to or caused by one of the parties hereto amounting to 90 days or more affecting the completion of the work may be considered a cause for renegotiation or termination of this Agreement by the other party. 14 VI PAYMENT (Cost Plus Net Fee) The CONSULTANT shall be paid by the CITY for completed work for services rendered under this Agreement as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment and incidentals necessary to complete the work. A. Payment for work accomplished under the terms of this Agreement shall be on the basis of CONSULTANT's actual cost plus a net fee. The actual cost includes direct salary cost, overhead and direct non - salary cost. 1. The direct salary cost is the salary expense for professional and technical personnel and principles for the time they are product- ively engaged in work necessary to fulfill the terms of this Agree- ment. The direct salary costs are estimated to be approximately Nineteen Thousand Nine Hundred Forty Nine Dollars ($19,949) as set forth in the attached Exhibit "A" and by this reference made a part of this Agreement. 2. The overhead costs as identified on Exhibit "A" are determined as 117.88 of the direct salary cost. The overhead costs are estimated to be approximately Twenty Three Thousand Five Hundred Forty Eight Dollars, ($23,548) as set forth in the attached Exhibit "A" and by this reference made a part of this Agreement. The overhead cost rate is an estimate based on currently available accounting information and shall be used for all progress payments over the period of contract. The final overhead cost rate is subject to adjustment based on an audit performed by the CITY or Federal Highway Admini- stration at the completion of the project. 15 3. The direct non -salary costs are those costs directly incurred in fulfilling the terms of this Agreement, including, but not limited to travel, reproduction, telephone, supplies and fees of outside con- sultants. The direct non -salary costs are estimated to be approxi- mately Six Thousand Eight Hundred Eighty Eight Dollars ($6,888) as set forth in the attached Exhibit "A" and by this reference made a part of this Agreement. 4. The net fee, which represents the CONSULTANT's profit shall be Six Thousand Five Hundred Twenty Five Dollars ($6,525). The net fee will be prorated and paid monthly in proportion to the percentage of the project completed as estimated in the CONSULTANT's monthly progress reports and approved by the CITY. Any portion of the net fee not previously paid in the monthly payments will be covered in the final payment, subject to the provisions of Section IX entitled, "TERMINA- TION OF AGREEMENT". 5. The actual direct cost and actual overhead cost including any CITY approved contingencies and the net fee incurred by the CONSULTANT and set forth in Exhibit "A" shall be full compensation for the performance of the work under this Agreement. This total shall not exceed a maximum of Fifty Six Thousand Nine Hundred Ten Dollars ($56,910) without prior written approval by the CITY. All vouchers shall be submitted by the CONSULTANT to the CITY for pay- ment pursuant to the terms of this Agreement. The CITY shall pay the appropriate amount of each voucher to the CONSULTANT. Progress payments may be claimed monthly for direct costs actually in- curred to date as supported by detailed statements, for overhead costs and for a proportionate amount of the net fee payable to the CONSULTANT based on the estimate percentage of the completion of the services to date. 16 C. The cost records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY, STATE and Federal Government for a period of three (3) years after final pay- ment. Copies shall be made available upon request. D. Payment for extra work performed under this Agreement shall be paid as agreed to by the parties hereto in writing at the time extra work is authorized. E. A short narrative progress report shall accompany each voucher for progress payment. The report shall include discussion of any problems and potential causes for delay. 17 VII EMPLOYMENT The CONSULTANT warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gifts or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, CITY shall have the right to annul this Agreement without liability, or in its discretion to deduct from the Agreement price or consideration or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. Any and all employees of the CONSULTANT, while engaged in th-e performance of any work or services required by the CONSULTANT under this Agreement, shall be considered employees of the CONSULTANT only and not of the CITY and any and all claims that may or might arise under the Workman's Compensation Act on be- half of said employees, while so engaged and any and all claims made by a third party as a consequence of any negligent act or omission on the part of the CONSULTANT's employees, while so engaged on any of the work or services pro- vided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full or part-time basis, or other basis, during the period of the contract, any professional or technical per- sonnel who are, or have been at any time during the period of this contract, in the employ of the FHWA, STATE or CITY, except regularly retired employees, without written consent of the public employer of such person. If during the time period of this Agreement, the CONSULTANT finds it necessary to increase his professional, technical or clerical staff as a ' result of this work, he will actively solicit minorities through his adver- tisement and interview process. During the performance of the Agreement, the CONSULTANT, for itself, its assignees and successors in interest, hereinafter referred to as the "CONSULTANT", agrees as follows: A. Compliance with Regulations: The CONSULTANT will comply with the re- gulation of the Department of Transportation relative to non-descrimina- tion in Federally -assisted programs of the Department of Transportation Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the Regulations, which are herein incorporated by reference and made a part of this Agreement. B. Nondiscrimination: The CONSULTANT, with regard to the work performed by it after award prior to completion of the contract work, will not discriminate on the grounds of race, color, national origin or sex in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The CONSULTANT will not partici- pate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices, when the contract covers a program set forth in Appendix A -II of the Regulations. 19 C. Solicitations for Subcontractors, Includin4 Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the CONSULTANT for work to be performed under a subcontract, including procurements of materials or equipment, each potential subcontractor or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this contract and the Regulations relative to nondiscrimination on the ground of race, color or natural origin. D. Information and Reports: The CONSULTANT will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the CITY or the Federal Highway Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required by a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the CITY or the FHWA as appropriate and shall set forth what efforts it has made to obtain the information. E. Sanctions for Non -Compliance: In the event of the CONSULTANT's non- compliance with the nondiscrimination provisions of this contract, the CITY shall impose such contract sanctions as it or the Federal Highway Administration may determine to be appropriate, including, but not limited to: r" 1. Withholding of payments to the CONSULTANT under the contract until the CONSULTANT complies and/or 2. Cancellation, termination or suspension of the contract in whole or part. F. Incorporation of Provisions: The CONSULTANT will include the pro- visions of paragraph (A) through (F) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, order or instructions issued pursuant thereto. The CONSULTANT will take action with respect to any subcontract or pro- curement as the CITY or the FH4JA may direct as a means of enforcing such provisions, including sanctions for non-compliance; PKUviutu, HOWEVER, that, in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the CONSULTANT may request the CITY to enter into such litigation to protect the interests of the CITY and, in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. 21 VIII CHANGES IN WORK The CONSULTANT shall make such revisions in the work included in this Agreement which has been completed, as are necessary to correct errors or omissions appearing therein, when required to do so by the CITY, without additional compensation therefor. Should the CITY find it desirable for its own purposes to have previousiy satisfactorily completed work or parts thereof revised, other than minor re- visions within the Scope of the Work, the CONSULTANT shall make such revisions, if requested and as directed by the CITY in writing. This work shall be con- sidered as Extra Work and will be paid for as provided in Section VI. All extra work shall be submitted as a supplement to the basic Agreement and approval by the STATE & FHWA before the work is undertaken in order to become eligible for Federal participation. 22 r IX TERMINATION OF AGREEMENT A. The right is reserved by the CITY to terminate this Agreement at any time upon not less than ten (10) days written notice to the CONSULTANT. B. In the event of the death of a member, partner or officer of the CONSULTANT, or any of its supervisory personnel assigned to the project, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this Agreement, if requested to so do by the CITY. This section shall not be a bar to renegotiations of this Agreement between suv- viving members of the CONSULTANT and the CITY, if the CITY so chooses. C. In the event this Agreement is terminated under any of its terms prior to completion of the work, a final payment shall be made to the CONSULTANT which, when added to any payments previously made, shall total the same percentage of the amount which would have been due if the work had been fully completed as the work completed at the time of termination bears to the total work required under the Agreement. The same basis for estimating the costs set forth in Exhibit "A" shall be used for work uncompleted to estimate the total money that would have been due if all work had been completed. If the total accumulated payments made to the CONSULTANT prior to notice of termination exceeds the total amount that would be due computed as set forth hereinabove, then no final payment shall be due and the CONSULTANT shall immediately reimburse the CITY for any excess paid. D. In the event this Agreement is terminated prior to completion of the work, the original copies of all plans, prints, drawings and field notes prepared by the CONSULTANT prior to termination shall become the property of the CITY. 23 F DISPUTES Any dispute concerning questions of facts in connection with work not dis- posed of by Agreement between the CONSULTANT and the CITY shall be referred for determination to the Director of Public Works, whose decision in the matter shall be final and conclusive on the parties to this Agreement. 24 XI INDEMNITY The CONSULTANT shall comply with all Federal Government, STATE and local laws and ordinances applicable to the work to be done under this Agreement. The CONSULTANT hereby agrees to hold the Federal Government, STATE and CITY harmless from and shall process and defend at its own expense, all claims, demands or suits at law or equity, of whatever nature brought against those political divisions arising from the CONSULTANT's performance of the provisions of this Agreement. This indemnity Niuvision shall not require the CONSULTANT to defend or indemnify the Federal Government, STATE or CITY against any action based solely on the alledged negligence of the Federal Government, STATE or CITY. The CONSULTANT shall secure regular Public Liability and Property Damage Insurance Coverage in the amount of $100,000 for death or injury to any one person and $300,000 fcr death or injury to two or more persons in any one occurrence and $50,000 for Property Damage in any one occurrence with any aggregate Property Damage coverage of $100,000 for two or more occurrances from an insurance company authorized to do business in the State of Washington. 25 t 0 XII SUBLETTING OR ASSIGNING OF CONTRACTS Except as provided below, the CONSULTANT shall not sublet or assign any of the work covered by this Agreement without written approval of the STATE. The STATE approves subletting the following: Special Traffic Consultation - Patrick Athol & Staff Compensation shall be as follows: Patrick Athol $33.00 per hour Total costs to include travel and subsistence shall not exceed $5,688. All reimbursable costs for this Subconsultant shall be substantiated in the same mannev as outlined in Section VI-A-3 herein. NA ENDORSEMENT OF PLAPIS The COINSULTANT shall place his endorsement on all plans, specifications, estimates or any other engineering data furnished by him. 0 27 XIV CERTIFICATION " The "Certification of CONSULTANT" and "Certification,of Agency Official", attached hereto and marked Exhibit "B" and by this reference made a part of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY OF LYNNIXOD 'Principal EXHIBIT "A" ANALYSIS OR FEE FOR ENGINEERING SERVICES Direct Salary Cost $ 19,949.00 Overhead Cost (including payroll additives) 117.88 % $ 23,548.00 Sub -Total $ 43,497.00 Net Fee $ 6,525.00 Direct Non -Salary Cost: a. Travel $ 120.00 b. -Reproduction & Graphics $ 1,080.00 c. Computer expense $ d. Communication $ e. Outside consultants $ 5,688.00 f. Other (Specify) $ / Total $ 6,888.00 GRAND TOTAL $ 56,910.00 Page 1 of 3 EXHIBIT "A" BREAKDOWN,OF OVERHEAD COST F.I.C.A. State Unemployment Compensation Federal Unemployment Compensation Employee Bonus Group Insurance Workmen's Compensation Insurance Holiday, Sick Leave, Vacations Amortization Leasehold Improvements Auto Expense Building Maintenance & Labor Comprehensive, Professional, General Computer Expense Corporation Annual Fees & Taxes Depreciation - Company Cars Depreciation - Furniture, Fixtures, Drafting & Survey Supplies Dues, Subscriptions, Publications Employment Fees Legal, Professional, Auditing Light & Power Machine & Maintenan,ce & Rental Moving Expense Office Supplies & Expense Postage & Shipping Precontractual Negotiations Costs Printing, Blueprinting, Photography Rent Salaries - Bonuses Salaries - Administrative Salaries - General Office Insurance Equipment Salaries - Precontractural Negotiations Salaries - Secretarial Salaries - Weather Seminars/Education Taxes Telephone & Telegraph Travel & Subsistence TOTAL Page 2 of 3 6.80% 1.77 .32 2.78 2.13 .39 11.89 2.78 .93 .05 5.42 5.96 .16 1.16 .72 .63 .70 1.22 1.39 .76 .64 .77 2.08 .39 3.12 1.10 11.85 5.12 12.51 5.68 11.88 6.09 .13 .25 .96 4.00 3.35 117.88`3' EXHIBIT "A" BREAKDOWN OF DIRECT SALARY & DIRECT NON -SALARY COST DIRECT SALARY COST: Personnel Man Hours Rates of Pay Estimated Cost Kenneth Oswell 136 $11.90 $ 1,618.00 Serop Der -Boghossian 776 9.35 7,255.00 Stanley Ching 856 7.50 6,420.00 William Osterhout 776 6.00 4,656.00 TOTAL: 19,949.00 DIRECT NON -SALARY COST: Travel & Per Diem Per Diem - weeks @ $ Air Travel - trips @ S cars @$ per month @ months 1,000 miles @$ 0.12 TOTAL Office & Equipment Rent $ per month @ months Equipment Rental $ per month @ months Reproduction Expenses Communications TOTAL Page 3 of 3 $ 120.00 $ 120.00 $ $ 1.080.00 $ 1 , 200.00 Federal -aid Urban System M-2511 (1) CITY OF LYNNIWOOD EXHIBIT "B" CERTIFICATION OF CONSULTANT I hereby certify that I am KENNETH 0. OSWELL and duly authorized representative of the firm of H. W. LOCHNER whose address is 300 - 120th Ave. N. E.; Bellevue, WA 98005 and that neither I nor the above firm I here represent has: (a) employed or retained for a commission, percentage, brokerage, contingent fee or other consideration, any firm or person (other than a bond fide employee working solely for me or the above Consultant) to solicit or secure this contract. (b) agreed, as an express or implied condition for obtaining this contract, to employ -.or retain the services of any firm or person in connection with carrying out the contract, or (c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above Consultant) any fee, contribution, donation or consideration of any kind for, or in connection with, procuring or carrying out the contract: except as here expressly stated (if any): I further certify that the firm I hereby represent is authorized to do business in the State of Washington and that the firm is in full compliance with the re- quirements of the Board of Professional Registration. I acknowledge that this certificate is to be furnished to the State Transportation Department and the Federal Highway Administration, U.S. Department of Transportation, in connection with this contract involving participation of Federal• -aid funds and is subject to applicable State and Federal laws, both criminal and civil. -�� - Ze &2�c�ff Date Signature Page 1 of 2 Federal -aid Urban System M,-2511 (1) CITY OF LYNf WOOD EXHIBIT "B" CERTIFICATION OF AGENCY OFFICIAL I hereby certify that I am the Agency Official of the CITY OF LYNPWOO D, Washington and that the above consulting firm or his representative has not been required, directly or indirectly as an express or implied condi- tion in connection with obtaining or carrying out this contract to: (a) employ or retain, or agree to employ or retain, any firm or person, or (b) pay or agree to pay to any firm, person or organization, any fee, contribution, donation or consideration of any kind, except as here expressly state (if any). I acknowledge that this certificate is to be furnished the Federal Highway Administration, U.S. Department of Transportation, in connection with this contract involving participation of Federal -aid highway funds and is subject to applicable State and Federal laws, both criminal and civil. Date Signature Page 2 of 2 —Y .. Board of County Commissioners 5 SNOHOMISH COUNTY, WASHINGTON ,1UN 1976 1 Public Works ueu�• INTERL0C'AL AGREEMENT APPROVED RE: EMERGENCY TRAFFIC SIGNAL MAINTENANCE 0 N M 0 T 1 0 N, that certain INTERLOCAL AGREEMENT, by and between SNOHO-, MISH COUNTY, the CITY OF MARYSVILLE and the CITY OF EDMONDS, a copy of which is attached hereto and made a part hereof, dated March 15, 1976, providing for mutual assistance in emergency maintenance of traffic control signals within respective jurisdictions, pursuant to the provisions of R.C.W. 39.34, subject to certain conditions, is hereby APPROVED and ordered placed on file. Done in ------------ regul-ar------------ -...... Session this -----------l-5th------------ day of --------- ATTEST: County -Auditor and F r J ......... . .. HENRY B. WHALEN do Clerk of the Board .4".• :'{ --Y 19 .... 7_ 6. ............. Commissioner - ------ �s .................... Commissioner peputy Auditor r Constituting the Board of County Commissioners of Snohomish County, Washington CM-5 .. ...__,_.-.w_. -. _ �..�.. ..ter... a-. �r+.n.n�,r• ..F-,a �.•..^—..,-.-� ......-.-_ ..-. ..--.a-F.�c.. -�. .v-� �-.,... ,.. -:.-sr:.,.... .'*"-.ty�n;�e�yrr,.'.,.�--� INTERLOCAL AGREEMENT FOR EMERGENCY TRAFFIC SIGNAL MAINTENANCE THIS AGREEMENT made by and between SNOHOMISH COUNTY; the CITY OF MARYSVILLE and the CITY OF EDMONDS, hereinafter referred to as County, Marysville and Edmonds, respectively, all being municipal corporations duly organized and existing under the laws of the State of Washington, WHEREAS, each of the jurisdictions which is a party - hereto is empowered to own, operate and maintain traffic control signals, within its respective jurisdictional boundaries; and WHEREAS, each of the parties hereto are empowered pursuant to RCW Chapter 39.34 to enter into interlocal agreements to provide mutual services, and, WHEREAS, the parties hereto desire to enter into an interlocal agreement for the purpose of providing mutual assistance in emergency maintenance of traffic control signals within their respective jurisdictions, including making available equipment at a reasonable rental value on an emergency basis, now, therefore, WITNESSETH: In consideration of the mutual promises and covenants contained herein it is hereby agreed to by and between the parties as follows: 1. That the County shall act as the administrative coordinator for all agencies providing or seeking services made available by virtue of this agreement. 2. In the event of an emergency requirement for maintenance or repairs of a traffic control signal within the jurisdiction of any of the parties to this agreement and in the event the maintenance personnel employed by the -1- party requesting services are unavailable to perform such services, then, in that event, the party needing services available under this contract shall request the administrative coordinator to obtain duly qualified maintenance personnel from one or more of the subscribing parties to this agree- ment to respond to said emergency for the purpose of effectuating such necessary repairs or otherwise place any inoperable traffic control signal in an operable con- dition. Provided, however, that in the event the maintenance personnel employed by the parties to this agreement who are being requested to furnish the service are otherwise engaged in responding to similar situations within their own juris- diction, no party hereto shall be required to release their personnel to the party requesting services hereunder until the traffic control signals within the jurisdiction providing the services are in an operable condition. 3. For purposes of this agreement and for apportionment of liability in the event of any bodily injury or property damage occurring as a proximate result of any act or omission on the part of any of the personnel being made available between jurisdictions, at such point in time as any personnel being made available to provide services to a requesting party embark either from their then point of employment or home or other point of demarcation with the intent of responding to a service request from one of the , other jurisdictions that is a party to this agreement, then, from that point until such time as the personnel shah return to their normal point of duty or point of origin of the initial service trip, said personnel shall be deemed to be a borrowed servant and shall be deemed to -2- be a servant of the jurisdiction seeking their services. 4. Maintenance personnel of any party responding to a service request shall keep records of all labor, equipment and materials used. Charges for such labor, equipment and materials shall be billed to the party owning the traffic control signal and shall be paid within thirty (30) days following receipt of such billing. Overtime labor: labor performed by any personnel responding to a service request which will be charged against the jurisdiction employing such personnel at an overtime rate, shall be charged at a minimum of two (2) hours for each occurrence at a rate equal to one and one-half (1-1/2) times the standard hourly wages of the personnel responding to any service call. 5. The party owning the traffic signal and requesting services hereunder shall make any service vehicles, equipment, replacement parts or other materials which it owns available to the maintenance personnel working on its traffic control signal. In the event necessary equipment or vehicles are not available in the jurisdiction requesting the services the other jurisdictions that are parties hereto agree to make such equipment as is needed that is not otherwise in use at the time by said jurisdiction available to the personnel providing the services to the requesting agency. The agency requesting the service shall pay a reasonable rental value for all such equipment at the rental rate the jurisdiction providing the equipment has established under any reciprocal equipment use agreement or if no such rate has been established then each party to this agreement shall prepare a schedule of the rental rates for any equipment that might be expected to be rented under the terms and provisions of this agreement which shall be attached as an -3- addendum to this agreement. In the event equipment is rented pursuant to this paragraph for which no rental :schedule is in existence then a rental rate shall be paid by the renting agency in an amount concurred in by two of the three signators to this agreement. 6. Each party to,this agreement shall maintain during the life of this agreement a comprehensive liability policy providing not less than one million dollar coverage for bodily injury and one hundred thousand dollars for property damage to afford coverage for any equipment leased or rented or any liability incurred by virtue of acts or omissions of the personnel performing services under this agreement. Each party requesting services or equipment under this agreement shall indemnify, defend and hold the other party or parties harmless from any and all claims that arise against any agency making equipment or personnel available under this agreement for causes of action arising as a result of the acts or omissions of the personnel performing services under this agreement for the agency requesting service. 7. In the event that a traffic control signal requires replacement parts and materials which are im- mediately unavailable to the party owning said traffic control signal, the other parties to this agreement shall supply said parts and materials, if available to them, at cost. The party owning the traffic control signal shall pay for such parts and materials within thirty (30) days following receipt of the bill for the same. 8. This agreement shall be in full force and effect and continue until terminated by mutual agreement of the parties. Any party may withdraw from this agreement -4- at anytime upon the giving of. thirty (30) days notice in writing by registered mail, return receipt requested, to the remaining parties. DATED this /S day of _ 1976. BOARD OF COUNTY COMMISSIONERS ATTEST: OF SNOHOMISH COUNTY By: By : / Clerk of Board/ Chai an Deputy Cou Au7-dit ? By i / L .`Commissioner By: Commissioner DATED this -; day of 1976. ATTEST: THE CITY OF MARYSVILLE By: City Clerk DATED this /ftA day of 1976. ATTEST: THE CITY OF EDMONDS dJ By: BY: G City Clerk, Ir ne Varney Mayor, H. H. Harrison Moran -5-