Lynnwood - 76th Ave. Water Main76TH AVENUE WEST WATER MAIN INSTALLATION DESIGN
AND CONSTRUCTION
between
THE CITY OF EDMONDS
and
THE CITY OF LYNNWOOD
THIS INTERLOCAL 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 provide for the design and construction of the
EDMONDS 76th Avenue West Water Main Installation project in conjunction with the
design and construction of the LYNNWOOD 76th Avenue West Sewer Trunkline
Improvement project, and to define the Parties' respective rights, obligations, costs and
liabilities regarding this undertaking.
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, the EDMONDS 2010 Water Comprehensive Plan identifies a project
to install 8 -inch ductile iron pipe water main, fire hydrants, and appurtenances on 76th
Avenue West from Braemar Drive to 176th Street SW, and
WHEREAS, there is a 6 -inch Cast Iron pipe watermain, fire hydrants, and
appurtenances in EDMONDS on 76th Avenue W from 176th Street SW to 180th Street SW
that will also need to be replaced and upsized to 8 -inch ductile iron pipe, along with fire
hydrants, and appurtenances, due to pipe age, and
WHEREAS, the 76th Avenue West Sewer Trunkline Replacement is identified in
the LYNNWOOD 2010 Utility Rate Study and LYNNWOOD Capital Facilities Plan as
part of the Sewer Line Replacement Program (project #SE2006053A); and
WHEREAS, LYNNWOOD is presently designing their 76th Sewer Trunkline
Improvement project to increase the capacity of the existing 24" sewer trunk main to the
Lynnwood Wastewater Treatment Plant at 76th Avenue West between 175th Street SW
and approximately 183`d PL SW; and
WHEREAS, integrating EDMONDS' new water main installation into
LYNNWOOD's construction process for the 76th Avenue West Sewer Trunkline
Improvements project would be more expedient, less expensive, and less disruptive to the
public than undertaking the projects separately; and
WHEREAS, the Parties mutually desire to establish a formal arrangement under
which EDMONDS will pay LYNNWOOD a specified sum in exchange for
LYNNWOOD's design and construction of the EDMONDS water main conduit; and
['UN -5=Z6 -Q
WHEREAS, LYNNWOOD has selected a qualified design consultant through a
competitive process for their sewer improvements, and it therefore becomes more
expedient, less expensive, and more efficient for EDMONDS to to use the same qualified
design consultant currently under contract with LYNNWOOD for their water main
improvements; 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 Councils of the City of Edmonds and the City of Lynnwood
have taken appropriate action to approve their respective City's entry into this
Agreement;
NOW, THEREFORE, in consideration of the terms, conditions and covenants
contained herein, the Parties agree as follows:
TERMS
Section 1. Purpose. The purpose of this Agreement is to establish a formal
arrangement under which EDMONDS will pay LYNNWOOD to design and construct
the EDMONDS 76th Avenue West water main installation in conjunction with
LYNNWOOD's design and construction of the proposed LYNNWOOD 76th Avenue
West Sewer Trunkline Improvements (collectively, "the Project"). The terms, conditions,
and covenants of this Agreement shall accordingly be interpreted to advance the new
76th Avenue West water main installation 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.
Section 2. Term. This Agreement shall be effective upon execution by the
Parties hereto. Unless terminated in accordance with Section 3, this Agreement shall
remain effective until the sooner of the following events: (a) EDMONDS' written
acceptance of all infrastructure provided pursuant hereto, or (b) December 31, 2014,
when it shall expire automatically. The Parties may at their option renew and/or amend
this Agreement for a mutually agreed upon term by a writing signed by both Parties.
Section 3. Termination. Either Party may terminate this Agreement with or
without cause by providing the other Party with 30 days written notice of its intent to
terminate. Termination or expiration shall not alter the EDMONDS payment obligations
under Section 6 for services already rendered and shall not alter the Parties' respective
obligations under Section 9 and Section 13 of this Agreement.
Section 4. Obligations of EDMONDS. EDMONDS agrees to:
A. Provide periodic payments to LYNNWOOD to reimburse LYNNWOOD
for its costs in design and construction of the EDMONDS 76th Avenue
West water main pursuant to Section 6 of this Agreement.
B. Respond promptly to information requests submitted by LYNNWOOD or
its agents regarding the new water main.
C. Review and approve plans and specifications prepared by the consultant
for the water main installation. Approval shall not be unreasonably
withheld.
D. Provide (apply for and obtain) City of Edmonds permits for water main
work within the City of Edmonds at no cost to LYNNWOOD. Provided,
that nothing herein shall be construed as waiving or otherwise abridging
the City of Edmonds regulatory authority for work within the City of
Edmonds.
E. Provide timely review of utility designs prepared by LYNNWOOD's
consultant, and complete final design approval by the timelines established
by LYNNWOOD to meet their construction bidding schedule.
F. Obtain Bid Award concurrence from the EDMONDS City Council in
accordance with section 7 within 45 days of the bid opening. If
EDMONDS City Council fails to act within the 45 day time period,
LYNNWOOD has the option to eliminate the EDMONDS work schedules
from the contract.
Section 5. Obligations of LYNNWOOD. LYNNWOOD agrees to:
A. Provide and incorporate the EDMONDS 76th Avenue West water main
design into the LYNNWOOD design for sewer trunkline improvements.
B. Assume responsibility for constructing the new 76th Avenue West water
main in accordance with the design plans approved by EDMONDS
(including but not limited to securing all necessary consultants,
contractors, and subcontractors). All construction contracts shall be
procured through a formal competitive bidding process consistent with
applicable State law. LYNNWOOD shall be solely and exclusively
responsible for ensuring the compliance of said bidding process with all
applicable procedures required under state and local regulations.
C. Submit to EDMONDS written invoices for payment in accordance with
Section 6. Include copies of invoices from consultants and contractors,
clearly indicating the EDMONDS portion of the invoices. Provide
EDMONDS a brief written progress report with each invoice, describing
in reasonable detail all work performed on the new water main during the
period covered by the invoice.
D. Assume lead agency status and sole responsibility for applying for and
obtaining any and all regulatory permits necessary to complete the new
water main in conjunction with the LYNNWOOD 76th Avenue West
Sewer Trunkline Improvement Project, including but not limited to SEPA
and building permits.
E. Provide EDMONDS personnel reasonable access to the Project's
construction area for purposes of monitoring the progress of work
performed on the new water main.
F. Respond reasonably to information requests submitted by EDMONDS or
its agents regarding the Project.
Section 6. Payment Schedule. The Parties agree to the following billing and
payment schedule:
A. For each outside construction contract expense incurred by LYNNWOOD
regarding the Project, LYNNWOOD shall, within 30 days of the date
LYNNWOOD is billed or invoiced for any undisputed charge by its
consultants, contractors and subcontractors, submit an invoice to
EDMONDS for the EDMONDS share of said expense for the new water
main. Said invoice shall contain a reasonably detailed explanation of the
methodology utilized by LYNNWOOD in calculating the EDMONDS
share of each expense. Contracts for construction shall provide for
separate bid schedules, or other means to clearly identify the EDMONDS
portion of the Project cost for the new water main. Contracts for design
shall identify all tasks and work performed associated with the
EDMONDS portion of the design on invoices, fee estimates and project
status reports. Time is of the essence and LYNNWOOD shall not
unreasonably delay submittal of the EDMONDS share of expenses.
B. Within 30 days of receiving any invoice pursuant to subsection 6.A,
EDMONDS shall tender payment to LYNNWOOD in the form of a check,
money order or other certified funds for the invoiced amount; PROVIDED
THAT:
(1) The total payment by EDMONDS for invoices submitted by
LYNNWOOD shall not exceed the actual cost of the fee estimate, bid
response and/or change order for the water main (plus 2.0% of actual
design costs for project management and administration related to design
and 8.5% of actual construction contract cost for construction management
and administration related to construction per Section 6.C) without prior
written approval by EDMONDS for each expense incurred in excess of
said amount;
(2) If LYNNWOOD fails to submit an expense invoice in a timely
manner, the time for EDMONDS' payment shall be extended as is
reasonably necessary to comply with budget and state auditor guidelines
as may be applicable;
(3) LYNNWOOD shall inform EDMONDS in writing in advance if
expenditures necessary to complete the water main design and installation
are expected to exceed these amounts.
C. Recognizing that LYNNWOOD shall be reimbursed for their costs of
incorporating the EDMONDS utilities work into the design and
construction contracts for the LYNNWOOD 76th Avenue West Sewer
Trunkline Improvement project, EDMONDS agrees to pay LYNNWOOD
an amount equal to 2.0% of the actual design and 8.5% of the actual
construction contract cost for the EDMONDS utilities work for all in-
house management and administrative costs incurred by LYNNWOOD to
accomplish the design and construction of the new water main in
conjunction with the LYNNWOOD 76th Avenue West Sewer Trunkline
Improvement project. This amount will be invoiced by LYNNWOOD and
paid by EDMONDS as a 2.0% markup for design and a 8.5% markup for
construction on applicable consultant and/or contractor invoices submitted
to EDMONDS for payment in accordance with Section 6B above.
D. In the event that the Parties disagree regarding the EDMONDS share of
any expense incurred by LYNNWOOD regarding the Project, the Parties
may agree to submit the question for resolution by a mediator or arbitrator
acceptable to both Parties.
Section 7. Construction Bid Acceptance. Upon opening of construction bids,
LYNNWOOD shall obtain concurrence from EDMONDS prior to award of the water
main portion of the construction contract. Within 15 days after bid opening and prior to
acceptance of the bid and award of a contract, LYNNWOOD shall inform EDMONDS of
its financial responsibility. Concurrence with bid award by EDMONDS shall be within
forty-five (45) days of receipt of notice of the bid amounts and EDMONDS financial
responsibility. EDMONDS agrees, if contract award is authorized in a bid amount
acceptable to their City Council, to authorize an additional 10% of the contract award
amount for the EDMONDS utilities work as a construction contingency, subject to the
change order authorization limitations in Section 8. The EDMONDS Public Works
Director is authorized to determine the water main bid items/schedules, or combinations
thereof, for which a contract will be awarded, provided that the total cost does not exceed
the limits established in Section 6.
Section 8. Construction Change Orders. The following change order
authorizations are hereby established for schedules and items of work to be paid by
EDMONDS:
A. The LYNNWOOD resident engineer may authorize change order requests
up to $2,000 per change order and shall immediately provide a copy of the
change order authorization to the EDMONDS City Engineer.
B. The LYNNWOOD Deputy Public Works Director / City Engineer, with
the prior written concurrence of the EDMONDS City Engineer, may
authorize change order requests up to $10,000 per change order.
C. The Mayor of LYNNWOOD, with the prior written concurrence of the
Mayor of EDMONDS, may authorize change order requests up to $50,000
per change order.
D. Change order requests exceeding $50,000 per change order will be
reviewed by the respective City Councils of LYNNWOOD and
EDMONDS for approval or denial, and any such approval shall require
the concurrence of both City Councils.
E. Change orders involving a change in scope shall have the scope change
authorized in writing by EDMONDS, and be subject to the 2.0%
LYNNWOOD project management and administration fee for design and
8.5% LYNNWOOD construction management and administration fee for
construction per Section 6.C.
Section 9 Construction Claims and Disputes. In the event construction claims
for additional payment are made by the construction contractor and/or disputes result,
LYNNWOOD will endeavor to resolve the claims/disputes and obtain EDMONDS
approval prior to finalizing resolution. EDMONDS will assist in resolving
claims/disputes as necessary. Financial responsibility for legitimate construction
claims/disputes arising from water main construction for EDMONDS shall be the sole
responsibility of EDMONDS. In the event such claims exceed the financial parameters
established in Section 6, EDMONDS will authorize additional funding to cover the cost
of the claim/dispute.
Section 10. Construction Project Acceptance. Upon satisfactory completion of
the water main work, resolution of all claims for additional payment, completion of all
contract closeout documents and agreement between LYNNWOOD and the contractor
regarding the final contract quantities for the water main portions of the project,
LYNNWOOD shall recommend final acceptance to the EDMONDS City Engineer.
Approval by the EDMONDS City Council shall be the responsibility of EDMONDS
staff.
Section 11. Ownership and Disposition of Property. The new water main, and
all appurtenances thereof, constructed pursuant to this Agreement shall become and
remain the exclusive property of EDMONDS upon completion. The 76th Avenue West
Sewer Trunkline improvements constructed shall become and remain the exclusive
property of LYNNWOOD upon completion.
Section 12. Administration; No Separate Entity Created. Pursuant to RCW
39.34.030, the parties hereby appoint a Contract Administrator who will be responsible
for administering this Agreement, and at the direction of the parties, this Contract
Administrator shall take such action as is necessary to ensure that this Agreement is
implemented in accordance with its terms. The parties hereby designate the
LYNNWOOD Public Works Director, or his designee, as the Contract Administrator for
this Agreement. No separate legal entity is formed by this Agreement.
Section 13. Release, Indemnification and Hold Harmless Agreement. 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 or subcontractors, to
the fullest extent required by 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 or subcontractors.
Each party specifically promises to indemnify the other party against claims or
suits brought under Title 51 RCW by its own employees, contractors, or subcontractors,
and waives any immunity that each party may have under that title with respect to, but
only to, the limited extent necessary to indemnify the other party. This waiver has been
mutually negotiated by the parties. Each party shall also indemnify and hold the other
party harmless from any wage, overtime or benefit claim of any of the first party's
employees, agents, representatives, contractors or subcontractors performing services
under this Agreement. Each party further agrees to fully indemnify the other party from
and against any and all costs of defending any such claim or demand to the end that the
other party is held harmless therefrom.
Section 14. 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 15, No Employment Relationship Created. The Parties agree that
nothing in this Agreement shall be construed to create an employment relationship
between EDMONDS and any employee, agent, representative or contractor of
LYNNWOOD, or between LYNNWOOD and any employee, agent, representative or
contractor of EDMONDS.
Section 16. Notices. Notices to EDMONDS shall be sent to the following
address:
City of Edmonds
City Engineer
121 Fifth Avenue N.
Edmonds, WA 98020
Notices to LYNNWOOD shall be sent to the following address:
City of Lynnwood
Deputy Public Works Director / City Engineer
19100 44th Avenue W., P.O. Box 5008
Lynnwood, WA 98046-5008
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. This document constitutes the entire embodiment of the
Agreement between the Parties, and, unless modified in writing by an amendment to this
Interlocal Agreement signed by the Parties hereto, shall be implemented as described
above.
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 provisions.
CITY OF EDMONDS
By:
Mike Cooper, Mayor
Date: A- --/ 9%-27,; /,
ATTEST:
(��.
- - za�� '4 Sandra S. Chase, City Clerk
APPROVED AS TO FORM:
Slla • Cates, Office of the City Attorney
C(TY OF LY)NW
By: V eri( f
Don Gough, Mayor
VA Date: ! �
ATTEST:
f rcnzo Hine; Fina ce D' ector
APPROVED AS TO FORM:
Rosern#y Larson, City Attorney