City of Lynnwood Interlocal Agreement for 76th Ave Overlay Projectof E VA10���
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CONTRACT ROUTING FORM
No. E20CB/i052
(City Clerk Use Only)
Z Originator: Rob English Routed by
O Department/Division: Engineering - Public Works Date:
H
IL
Name of Cons ultant/Contractor: City of Lynnwood
wCONTRACT TITLE:
o ILA for 76th Ave Overlay Project
Megan Luttrell
02/18/2021
Type of Contract: 1-1 (GR) Grants (1) Intergovernmental Agreement (L) Lease Agreement
(S) Purchase of Services (W) Public Works
Z _ _E (0) Other
❑
w
l' Bid/RFP Number: E20CB/i052
Z
0 Effective Date 02/18/2021 Completion Date: 12/31/2023
Has the original City contract boilerplate language been modified? OYes No
If yes, specify which sections have been modified:
pDescription
v of Services: Agreement has been administratively approved by Phil Williams. The Agreement only requires Sharon
signature.
Total Amount of Contract:
Budget #
J
Budget #
w
0
1 Q Budget #
Iv
Q, Are there sufficient funds in the current budget to cover this contract.
Z Remarks:
a:See Section 6 of ILA
Authorization Level: Council
w
1. Project Manager
2. Risk Management/Budget
Z 3. City Attorney
RO 4. Consultant/Contractor
N ❑J 5.Other
Amount:
Amount:
Amount:
Q Yes C) No
✓❑ 6. City Council Approval
Date (if applicable)
❑✓ 7. Mayor
❑✓ 8. City Clerk
02/16/2021
INTERLOCAL AGREEMENT
CITY OF EDMONDS AND CITY OF
761" AVE OVERLAY PROJECT
THIS INTERLOCAL AGREEMENT ("Agreement") is entered into by and between the City of
Edmonds, Washington ("Edmonds") and the City of Lynnwood, Washington ("Lynnwood")
(individually, a "Party" and collectively, the "Parties") as of the date entered below.
RECITALS
WHEREAS, Chapter 39.34 RCW authorizes two or more political subdivisions or units of local
government of the State of Washington to cooperate on a basis of mutual advantage to provide for
services and facilities; and
WHEREAS, Edmonds is currently planning a capital improvement project known as the 76`h Ave
W Overlay Project (the "Project"); and
WHEREAS, the Parties each own approximately half of 76"' Ave W, as described on Attachment
I, attached hereto and incorporated by this reference; and
WHEREAS, Edmonds plans to overlay its half of 76"' Ave W from 196"' St SW to Olympic View
Drive as part of the Project (the "Edmonds Project Area"); and
WHEREAS, Lynnwood wishes to overlay its half of 761" Ave W from 196' St SW to Olympic
View Drive as shown on Attachment 1 (the "Lynnwood Project Area"); and
WHEREAS, combining both cities' overlays into one construction contract can create a mutual
cost benefit by taking advantage of economy of scale; and
WHEREAS, Lynnwood concurred with Edmonds' federal grant application and scope of work
combining the Edmonds Project Area and Lynnwood Project Area into one project, and
WHEREAS, Edmonds received the federal grant to fund a significant portion of Edmonds Project
Area, and
WHEREAS, Edmonds must design and construct the Project within timelines specified by the
Puget Sound Regional Council and ensure grant funds are spent in a timely manner; and
WHEREAS, the Parties desire to enter into this Agreement for the purpose of defining their
respective rights, obligations, costs and liabilities regarding this undertaking; and
WHEREAS, the City Council of the City of Edmonds has taken appropriate action to approve
Edmonds' entry into this Agreement; and
WHEREAS, the City Council of the City of Lynnwood has taken appropriate action to approve
Lynnwood's entry into this Agreement, if necessary;
NOW, THEREFORE, in consideration of the terms, conditions and covenants contained herein,
Edmonds and Lynnwood agree as follows:
TERMS
Section L. Requirements of the Interlocal Cooperation Act, Chapter 39.34 RCW.
A. Purpose. The purpose of this Agreement is to establish a formal arrangement under which
Lynnwood will pay Edmonds to incorporate overlay work on its half of 76`h Ave W into the Project and
to construct said work in conjunction with Edmonds' construction of the Project. The terms, conditions
and covenants of this Agreement shall accordingly be interpreted to advance this purpose. This
Agreement further seeks to allocate and define the Parties' respective rights, obligations, costs and
liabilities concerning the establishment, operation and maintenance of this undertaking.
B. No Separate Entity. The Parties agree that no separate legal or administrative entity is
necessary to carry out this Agreement.
C. Ownership of Property. Except as expressly provided to the contrary in this Agreement,
any real or personal property used or acquired by either Party in connection with the performance of
this Agreement will remain the sole property of such Party, and the other Party shall have no interest
therein.
D. Administrators. Each Party to this Agreement shall designate an individual
("Administrator"), which may be designated by title or position, to oversee and administer that Party's
participation in this Agreement. The Parties' initial Administrators shall be:
Edmonds' Administrator: Lynnw+ood's Administrator:
City Engineer Deputy Public Works Director
121 5"' Ave 19100 44"' Avenue W.
Edmonds, WA 98020 P.O. Box 5008
Lynnwood, WA 98046-5008
Either Party may change its Administrator at any time by delivering written notice of such Party's new
Administrator to the other Party.
Section 2. Term. This Agreement shall be effective upon filing with the Snohomish County Auditor in
accordance with Section 17 below. Unless terminated in accordance with Section 3, this Agreement
shall rernain in effect until the sooner of the following events: (a) Lynnwood's written acceptance of
and payment for Edmonds' overlay work provided to Lynnwood pursuant to this Agreement; or (b)
December 31, 2023, when it shall expire automatically. The Parties may at their option renew this
Agreement for a mutually agreed upon term by a writing signed by both Parties.
Section 3. Termination. The terms of the federal grant providing partial funding for the Project require
the scope of work in the federal grant application, which includes both the Edmonds Project Area and
Lynnwood Project Area, to be fully constructed with one construction contract. The failure by
Edmonds to construct the entire scope of work in the federal grant application may result in the City
being required to return or pay back federal funds received for the Project. Therefore, Lynnwood agrees
to remain bound by the terms of this Agreement and shall take no action without the consent of
Edmonds to terminate this Agreement. In the event that Lynnwood desires to terminate this
Agreement, and Edmonds consents to the terms of such termination, neither such termination nor the
expiration of this Agreement shall alter Lynnwood's payment obligations under Section 6 for services
already rendered, as well as for the normal and reasonable costs incurred by the contractor in
terminating and closing out Lynnwood's portion of the work, and shall not alter the Parties' respective
obligations under Section 10 of this Agreement,
Section 4. Obligations of Lynnwood. Lynnwood agrees to:
A. Reimburse Edmonds for design, construction engineering, inspection, management and
construction costs incurred in the Lynnwood Project Area.
B. Provide periodic payments to Edmonds, pursuant to Section 6 of this Agreement, for
design, construction engineering, inspection, management and construction costs as follows: a) at the
documented hours invoiced to Edmonds by its retained design consultant and construction management
firm for time spent on Lynnwood Project Area, plus b) the documented hours for Edmonds' employees
at the employee's direct hourly rate of pay and overhead rate for time spent on Lynnwood Project Area.
C. Review the scope of work, consultant hours and fees provided by the design consultant and
construction management firm retained by Edmonds. Lynnwood will coordinate all corrections,
concerns and changes to the scope of work, consultant hours and fees through Edmonds Project
Manager.
D. Respond promptly to information requests submitted by Edmonds or its agents regarding
the Project work.
E. Provide timely review of designs prepared by Edmonds' consultant, and complete final
design approval by the timelines established by Edmonds to meet its construction bidding schedule.
F. Obtain Bid Award Concurrence from the Lynnwood City Council within twenty-one (21)
days of the bid opening.
C. Attend Edmonds' weekly construction coordination meetings.
1-1. Coordinate all corrections, concerns, issues, changes and contractor correspondence
through the Edmonds Project Manager.
Section 5. Obligations of Edmonds. Edmonds agrees to:.
A. Incorporate the overlay of Lynnwood's Project Area into Project documents.
B. Assume full responsibility for the design and construction of the Project, including the
portion of the Project constructed in the Lynnwood Project Area, and including but not limited to
securing all necessary consultants, contractors and subcontractors, awarding a bid for the Project,
processing any and all change orders, conducting inspections, and obtaining all permits required for the
Project work. The Project, including the portion of the Project constructed in the Lynnwood Project
Area, shall be performed and constructed in accordance with all state and local laws, regulations,
policies, and standards. All construction contracts shall be procured through a formal competitive
bidding process consistent with applicable state law. Edmonds shall be solely and exclusively
responsible for ensuring the compliance of the Project's bidding process with all applicable
requirements of state and local laws and regulations.
C. Submit to Lynnwood for review the scope of work, consultant hours and fees provided by
the design consultant and construction management firm retained by Edmonds. Edmonds will obtain
Lynnwood's concurrence on the design and construction management contracts prior to work being
performed under either contract.
D. Submit plans, specifications, and estimates to Lynnwood for review and approval prior to
granting permission to advertise for construction bids. Lynnwood's concurrence with these documents
will be obtained prior to advertisement.
E. Respond promptly to information request submitted by Lynnwood or its agents regarding
the Project work.
F. Provide Lynnwood personnel reasonable access to the Project's construction area for
purposes of inspecting and monitoring the progress of the work.
G. Submit to Lynnwood written invoices for payment in accordance with Section 6. Include
copies of invoices from consultants and contractor, clearly indicating the Lynnwood portion of the
invoices.
Section 6. Payment Schedule, The Parties agree to the following billing and payment schedule:
A. For design costs, construction contract costs, and construction engineering, inspection, and
management costs incurred by Edmonds for the portion of the Project constructed in the Lynnwood
Project Area, Edmonds shall within sixty (60) days of its receipt of invoices for said costs submit an
invoice to Lynnwood for its share of said costs. Said invoice shall contain a reasonably detailed
explanation of the methodology utilized by Edmonds in calculating the Lynnwood share of each
expense, Construction contracts shall provide for separate bid schedules, or other means to clearly
identify the Lynnwood portion of the project costs. Design contracts and consultant invoices shall
identify all tasks and design work performed associated with Lynnwood Project Area.
B. Within thirty (30) days of receiving any undisputed invoice pursuant to subsection 6.A,
Lynnwood shall tender payment to Edmonds in the form of a check, money order or other certified
funds for the invoiced amount for work approved by Lynnwood, which approval shall not be
unreasonably withheld.
C. In the event that the Parties disagree regarding Lynnwood's share of any cost
incurred by Edmonds regarding the Project, the Parties may agree to submit the question for
resolution by a mediator or arbitrator acceptable to both Parties.
Section 7. ConsEruc(io n Claims and Disputes. If construction claims for additional payment are made
by the construction contractor and/or disputes result regarding work in the Lynnwood Project Area,
Edmonds shall endeavor to resolve the claims/disputes. Provided however, Edmonds shall obtain
Lynnwood approval prior to resolving the claims/disputes. Lynnwood will participate in resolving
claims/disputes as necessary. Financial responsibility for approved construction claims/disputes arising
from the Lynnwood Project Area shall be the sole responsibility of Lynnwood.
4
Section $. Construction Pra'ect Acceptance. Upon satisfactory completion of Lynnwood Project
Area, resolution of all claims for additional payment, completion of all contract closeout documents and
agreement between Edmonds and the contractor, Edmonds shall recommend final acceptance to the
Lynnwood Deputy Public Works Director. Approval by the Lynnwood City Council shall be the
responsibility of Lynnwood staff.
Section 9. Ownership and Disl2osition of Property. The Project work within the Lynnwood Project
Area pursuant to this Agreement shall become and remain the exclusive property of Lynnwood upon
completion. All other work constructed under the Project shall become and remain the exclusive
property of Edmonds upon completion. Each Party is and will remain responsible for the operation and
maintenance of its portion of 76`h Ave W.
Section 10, Release. Indemnification and Hold Harmless Agreement.
A. Each Party to this Agreement shall be responsible for its own negligent and/or wrongful
acts or omissions, and those of its own agents, employees, representatives, contractors or
subcontractors, to the fullest extent required by the laws of the State of Washington. Each
Party agrees to protect, indemnify and save the other Party harmless from and against any
and all such liability for injury or damage to the other Party or the other Party's property,
and also from and against all claims, demands and causes of action of every kind and
character arising directly or indirectly, or in any way incident to, in connection with, or
arising out of work performed under the terms hereof, caused by its own fault or that of its
agents, employees, representatives, contractors or subcontractors.
B. Edmonds specifically promises to indemnify Lynnwood against claims or suits brought
under Title 51 RCW by its own employees, contractors or subcontractors, and waives any
immunity that Edmonds may have under that title with respect to, but only to, the limited
extent necessary to indemnify Lynnwood. Lynnwood specifically promises to indemnify
Edmonds against claims or suits brought under Title 51 RCW by its own employees,
contractors or subcontractors, and waives any immunity that Lynnwood may have under
that title with respect to, but only to, the limited extent necessary to indemnify Edmonds.
Section 11. Insurance, Each Party shall maintain its own insurance and/or self-insurance for its
liabilities from damage to property and/or injuries to persons arising out of its activities associated with
this Agreement as it deems reasonably appropriate and prudent. The maintenance of, or lack thereof of
insurance and/or self-insurance shall not limit the liability of the indemnifying Party to the indemnified
Party.
Section 12. Governing Law and Venue. This Agreement shall be governed by the laws of the State of
Washington. Any action arising out of this Agreement shall be brought in Snohomish County Superior
Court.
Section 13, No Employment Relationship Created, The Parties agree that nothing in this Agreement
shall be construed to create an employment relationship between Lynnwood and any employee, agent,
representative or contractor of Edmonds, or between Edmonds and any employee, agent, representative
or contractor of Lynnwood.
S.eetion 14. No Third Party Rim. This Agreement is intended for the sole and exclusive benefit of the
Parties hereto and no third party rights are created by this Agreement.
Section 15. Notices. All notices that are given by any Party pursuant to this Agreement shall be in
writing and shall be delivered either in -person, by United States mail, or by electronic mail (email) to
the applicable Administrator designated by the Party under Section LD above.
Notice delivered in person shall be deemed given when accepted by the recipient. Notice by United
States mail shall be deemed given as of the date the same is deposited in the United States mail, postage
prepaid, and addressed to the Administrator, at the addresses set forth in Section LD above. Notice
delivered by email shall be deemed given as of the date and time sent; provided that: (1) the sender does
not receive any failure of delivery notice; and (2) any notice by email sent on a day other than a
business day shall be deemed effective on the first business day after being sent.
Section 16. ❑ispute Resolution.
A. Settlement Meeting. It is the Parties' intent to work cooperatively and to resolve disputes
in an efficient and cost-effective manner. If any dispute arises between the Parties relating
to this Agreement, then the Parties' respective Administrators, or the Administrators'
designees, shall meet and seek to resolve the dispute, in good faith, within ten business (10)
days after a Party's request for such a meeting. In addition to the Administrators or
designees, each Party shall send any other persons with technical or other information
relating to the dispute to the meeting.
B. Mediation. If the Parties cannot resolve the issue within ten (10) days then they shall
mediate the matter using a mediator from Judicial Dispute Resolution, LLC or any other
mediation service mutually agreed to by the Parties, or as appointed by the court if the
Parties cannot agree (collectively "JDR") within seven (7) days of their failure to agree
pursuant to Section 14.A above. The Parties shall evenly split any fees charged by JDR,
regardless of the outcome of the mediation. Each Party shall bear its own attorneys' fees in
connection with the mediation.
C. Notice of Default. If the Parties are unable to resolve their dispute through mediation,
either Party may serve a written Notice of Default on the other Party. The Notice of
Default shall describe the nature of the dispute and the noticing Party's requested
resolution. Twenty (20) business days after service of a Notice of Default, either Party may
file suit, seek any available legal remedy, or agree to alternative dispute resolution
methods. At all times prior to resolution of the dispute, the Parties shall continue to
perform any undisputed obligations and make any undisputed required payments under this
Agreement in the same manner and under the same terms as existed prior to the dispute.
Section 17. Duty to file Agreement with County Auditor. Edmonds shall, after this Agreement is
executed by both Parties, file this Agreement with the Snohomish County Auditor.
Section 18. Integration/Modification. This document constitutes the entire embodiment of the
Agreement between the Parties and, unless modified in writing by an amendment to this Agreement,
shall be implemented as described above. This Agreement may only be modified or amended by a
written amendment executed by the Parties,
DocuSign Envelope ID: EFE8A65E-D38F-427D-992A-5AE04E6C1E76
Section 19. Non -Waiver. Waiver by any Party of any of the provisions contained within this
Agreement, including but not limited to any performance deadline, shall not be construed as a waiver of
any other provision.
DATED this _19_ day of February, 2021.
CITY OF LYNNWOOD
CITY OF EDMONDS
Docu Signed by:
m
By: 281R2GV79V8241DABy:
NICOLA SMITH, Mayor
ATTEST/AUTHENTICATED:
DocuSigned by:
Karen Fitzthum, Acting City Clerk
Approved as to form only:
DocuSigned by:
�bSt,w�aV� (,aV'Sbl u
City of Lynnwood, Office of the City Attorney
MIKE NELSON, Mayor
ATTEST/AUTHENTICATED:
Scott Passey, City Clerk
Approved as to form only:
City of Edmonds, Office of the City Attorney
7
Section 19. Non -Waiver. Waiver by any Party of any of the provisions contained within this
Agreement, including but not limited to any performance deadline, shall not be construed as a waiver of
any other provision.
DATED this 19th day of February , 2021.
CITY OF LYNNWOOD
NICOLA SMITH, Mayor
ATTEST/AUTHENTICATED:
Karen Fitzthum, Acting City Clerk
Approved as to form only:
City of Lynnwood, Office of the City Attorney
CITY OF EDMONDS
By: "'�&
MI E NELSON, Mayor
ATTEST/AUTHEN' TED:
a sey, City Clerk
Approved as to form only:
City of Edmonds, Office of the City Attorney