Olympic View Water & Sewer District - 224th St. SW SewerlineINTERLOCAL AGREEMENT
CITY OF EDMONDS AND OLYMPIC VIEW WATER AND SEWER DISTRICT
224TH STREET SW SEWERLINE REPLACEMENT PROJECT
THIS INTERLOCAL AGREEMENT ("Agreement") is entered into by and between the
City of Edmonds, Washington (the "City") and Olympic View Water and Sewer District (the
"District") (collectively, the "Parties") as of the date entered below.
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;
WHEREAS, the District is undertaking a capital improvement project known as the 224th
Street SW Sewerline Replacement Project (the "Project");
WHEREAS, the District plans to replace in present alignment or by parallel construction
(hereafter "replacement") certain sewer utilities within the project limits of the Project;
WHEREAS, the City owns and operates sewer utilities located within the project limits
of the Project that are in need of replacement;
WHEREAS, integrating the sewer utilities work needed by the City into the Project
would be more expedient, less expensive, and less disruptive to the public than undertaking this
work separately;
WHEREAS, the Parties mutually desire to establish a formal arrangement under which
the City will pay the District in exchange for the District incorporating the City's sewer utility
work into the Project;
WHEREAS, the Parties desire to enter into this Agreement for the purpose of defining
their respective rights, obligations, costs and liabilities regarding this undertaking;
WHEREAS, the City Council of the City of Edmonds has taken appropriate action to
approve the City's entry into this Agreement;
WHEREAS, the Board of Commissioners of the District has taken appropriate action to
approve the District's entry into this Agreement;
NOW, THEREFORE, in consideration of the terms, conditions and covenants contained
herein, the City and the District agree as follows:
Interlocal Agreement for 224th Street SW Sewerline Replacement Project
Page 1 of 7 May 25, 2012
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TERMS
Section 1. Purpose. The purpose of this Agreement is to establish a formal arrangement
under which the City will pay the District to incorporate the sewer utilities replacement work
into the Project contract documents and to construct said replacement work in conjunction with
the District's 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.
Section 2. Term. This Agreement shall be effective upon its 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) the City's written acceptance of and payment for all
District sewer utilities work provided to the City pursuant to this Agreement, or (b) December
31, 2013, 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. Either Party may terminate this Agreement with or without
cause by providing the other Party with thirty (30) days' written notice of its intent to terminate.
Termination or expiration shall not alter the City'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 the City's portion of the work, and shall not alter the
Parties' respective obligations under Section 10 of this Agreement.
Section 4. Obligations of the City. The City agrees to:
A. Provide periodic payments to the District to reimburse the District for its outside costs
of constructing the City's sewer utilities replacement work pursuant to Section 6 of
this Agreement, and as follows:
En ing eerin /Desig_n. The City shall reimburse the District for 100% of the
District's outside costs for engineering/design to incorporate the design
prepared by the City's engineering consultant for the City's sewer utilities
replacement work into the construction plans, specifications and contract
documents for the Project. The City share shall be twenty-two percent (22%)
of total engineering design costs, with the total actual cost to the City for this
work not to exceed $4,906 without prior approval by adopted change order,
which approval shall not be unreasonably withheld
2. Construction. The City shall reimburse the District for 100% of the District's
actual outside costs for construction of the City's sewer utilities work based
upon the contractor's bid, the actual quantities of materials installed, and the
final actual costs of construction as follows:
a. The City sewer utilities portion of the Project will replace existing sewer
main and appurtenances including and downstream of City Manhole 14-49
Interlocal Agreement for 224th Street SW Sewerline Replacement Project
Page 2 of 7 May 25, 2012
to a suitable location and point of connection to the City sewer utilities
downstream of City Manhole 14-49D on 224th St SW. The City's
estimated share of the Project is twenty-two percent (22%) of construction
cost, including applicable sales tax. The corresponding estimated City
share of construction, including sales tax, is $46,000.
Construction Engineering and Mana eg ment. The City shall reimburse the
District for the City's prorated share of the District's actual outside costs for
construction engineering and management of the Project. The City's prorated
share of the construction engineering and management costs shall be
computed by multiplying the District's actual outside costs for construction
engineering and management times the percentage of the construction contract
costs that the City's utilities work is of the total construction contract costs for
the Project. The City share shall be twenty-two percent (22%) of the
construction engineering and management, not to exceed $2,970.00 without
prior approval by adopted change order, which approval shall not be
unreasonably withheld. The estimated costs to the City for outside
construction engineering and management is approximately $2,970.
4.
B. Respond promptly to information requests submitted by the District or its agents
regarding the sewer utilities replacement work.
C. Upon satisfactory completion of the City's sewer utilities replacement work, provide
written acceptance of the work to the District.
Section 5. Oblations of the District. The District agrees to:
A. Incorporate the City's sewer utilities replacement work into the construction plans,
specifications and contract documents for the Project.
B. Assume responsibility for constructing the City's sewer utilities replacement work in
accordance with the plans, specifications and contract documents, 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.
C. Submit to the City written invoices for payment in accordance with Section 6.
Include copies of invoices or other documentation from consultants and/or contractors
clearly indicating the City's portion of the invoices.
D. Assume lead agency status and responsibility for applying for and obtaining any and
all regulatory permits necessary to complete the Project, including but not limited to
right-of-way, SEPA and NEPA permits.
Interlocal Agreement for 224th Street SW Sewerline Replacement Project
Page 3 of 7 May 25, 2012
E. Provide City personnel reasonable access to the Project's construction area for
purposes of inspecting and monitoring the progress of the work performed on the
City's sewer utilities replacement work.
F. Respond promptly to information requests submitted by the City or its agents
regarding the Project.
Section 6. Payment Schedule. The Parties agree to the following billing and payment
schedule:
A. The actual costs incurred by the District to incorporate the design prepared by the
City's engineering consultant for the City's sewer utilities replacement work into the
construction plans, specifications and contract documents for the Project has been
estimated to be $4,906.00. The City shall tender payment to the District in the form
of a check, money order or other certified funds, for actual costs incurred, for work
approved by City, which approval shall not be unreasonably withheld within 30 days
after the invoice is submitted to the City.
B. For construction contract costs and for construction engineering ' and management
costs incurred by the District for the City's utilities work on the Project, the District
shall within thirty (30) days submit an invoice to the City for the City's share of said
expenses for the City's utilities work. Said invoice shall contain a reasonably detailed
explanation of the methodology utilized by the District in determining the City's
share of each expense. To the extent reasonably possible, the District shall document
and tabulate separately the actual quantities of work installed to clearly identify the
City's portion of the Project construction costs for the City's utilities work.
C. Within thirty (30) days of receiving any invoice pursuant to subsection 6.13, the City
shall tender payment to the District in the form of a check, money order or other
certified funds for the invoiced amount for work approved by the City, which
approval shall not be unreasonably withheld.
D. In the event that the Parties disagree regarding the City's share of any expense
incurred by the District regarding the Project, the Parties may agree to submit the
question for resolution by a mediator or arbitrator acceptable to both Parties.
Section 7. City Reserves Right to Accomplish Work. If the contractor's bid for
construction for the City's sewer utilities replacement work is unacceptable to the City for any
reason, the City reserves the right to perform the City's sewer utilities replacement work through
means separate from the District's construction contract, PROVIDED that by so doing, the
City's work does not in any way delay, disrupt or otherwise negatively impact the District's
contract work for the Project or increase the costs to the District therefore. If the City's
accomplishment of its utilities work separately does delay, disrupt or otherwise negatively
impact the District's contract work for the Project or increase the cost to the District therefore,
the City shall reimburse the District for all such increased costs incurred by the District.
Interlocal Agreement for 224th Street SW Sewerline Replacement Project
Page 4 of 7 May 25, 2012
Section 8. Ownership and Disposition of Property. The City's sewer utilities
replacement work done pursuant to this Agreement shall become and remain the exclusive
property of the City upon completion. All other work constructed under the Project shall become
and remain the exclusive property of the District upon completion.
Section 9. Administration; No Separate Entity Created. The General Manager for the
District shall serve as the administrator of this Agreement. No separate legal entity is formed by
this Agreement.
Section 10. Release, Indemnification and Hold Harmless Agreement. Each Parry 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.
The District specifically promises to indemnify the City against claims or suits brought
under Title 51 RCW by its own employees, contractors or subcontractors, and waives any
immunity that the District may have under that title with respect to, but only to, the limited
extent necessary to indemnify the City.
Section 11. 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 12. No Employment Relationship Created. The Parties agree that nothing in this
Agreement shall be construed to create an employment relationship between the City and any
employee, agent, representative or contractor of the District, or between the District and any
employee, agent, representative or contractor of the City.
Section 13. No Third Party Rights. This Agreement is intended for the sole and
exclusive benefit of the Parties hereto and no third party rights are created by this Agreement.
Section 14. Notices. Notices to the District shall be sent to the following address:
Olympic View Water and Sewer District
General Manager
23725 Edmonds Way
Edmonds, WA 98026
Notices to the City shall be sent to the following address:
City of Edmonds
City Engineer
Interlocal Agreement for 224th Street SW Sewerline Replacement Project
Page 5 of 7 May 25, 2012
121 Fifth Avenue N
Edmonds, WA 98020
Section 15. Duty to File Agreement with County Auditor. The District shall, after this
Agreement is executed by both Parties, file this Agreement with the Snohomish County Auditor.
Section 16. Inte . ration. 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 17. 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.
OLYMPJC VIEW WA T & SEWER DISTRICT
I3y:
ynne 96ielson, General Manager
Date: /0- /El/
STATE OF WASHINGTON )
)ss
COUNTY OF SNOHOMISH )
On this day, personally appeared before me C nru- /)G/v!�*/�a'^J
the General Manager of OLYMPIC VIEW WATER AND SEWER DISTRICT and stated that he
is authorized to sign this instrument on behalf of said company for the uses and purposes therein
mentioned.
SUBSCRIBED AND SWORN TO before me this t?' day of CPI -i- 2012.
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Interlocal Agreement for 224`h Street SW Sewerline Replacement Project
Page 6 of 7 May 25, 2012
CITLEDONDS
By:eon
David O. Earling, Mayor
Date: / b » (q ` k�L.
ATTEST:
Sandra S. Chase, City Clerk
APP 1D AS TO FORM:
Offi e e City Attorney
Interlocal Agreement for 224th Street SW Sewerline Replacement Project
Page 7 of 7 May 25, 2012