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Lynnwood/Mountlake Terrace Bikelink Project(, :/4 Cl , 1 Interlocal Cooperation Agreement for 2 BLINK PROJECT 3 between 4 THE CITY OF LYNNWOOD, 5 THE CITY OF EDMONDS 6 and 7 THE CITY OF MOUNTLAKE TERRACE 8 9 THIS INTERLOCAL AGREEMENT ("AGREEMENT") is entered into under 10 the authority of the Interlocal Cooperation Act, Chapter 39.34 RCW, between the City of 11 Lynnwood ("LYNNWOOD"), a Washington municipal corporation, the City of Edmonds 12 ("EDMONDS"), a Washington municipal corporation and the City of Mountlake Terrace 13 ("MOUNTLAKE TERRACE"), a Washington municipal corporation (collectively "the 14 PARTIES"), to provide for the design, construction and implementation of the BikeLink 15 Project (the "PROJECT," as further defined below) and to ,define the PARTIES' 16 respective rights, obligations, costs and liabilities regarding this undertaking. 17 18 RECITALS 19 20 WHEREAS, Chapter 39.34 RCW authorizes two or more political subdivisions or 21 units of local government of the State of Washington to cooperate on a basis of mutual 22 advantage to provide for services and facilities; and 23 WHEREAS, the PARTIES all seek to snake access to health and wellness choices 24 for community members easier by improving the built environment; and 25 WHEREAS, the PARTIES collectively have implemented approximately 23 26 miles of bicycle infrastructure over the past decade; however, many of these bicycle 27 segments have been constructed piecemeal as part of larger capital improvements 28 projects which has resulted in a non -continuous, segmented bicycle network; and 29 WHEREAS, the PARTIES seek to establish a regional bicycle network with the 30 goal to increase bicycle ridership and reduce the number of traffic collision injuries or 31 deaths; and 32 WHEREAS, the completion of a regional bicycle network that establishes several 33 key north/south and east/west corridor routes and connects major destinations and transit 34 locations will serve the PARTIES' transportation and recreation purposes; and 35 WHEREAS, in 2014, the PARTIES were jointly awarded $1.9 million in grant 36 funds from the Verdant Health Commission ("VERDANT") to complete the PROJECT; 37 and 38 WHEREAS, on November 24, 2014 LYNNWOOD, as lead agency for the 39 PROJECT, entered into an Interlocal Agreement with VERDANT (the "VERDANT 40 AGREEMENT") for the purpose of defining their respective rights, obligations, costs and 41 liabilities regarding the PROJECT; and -e- Page 1 of 13 1 WHEREAS, pursuant to the VERDANT AGREEMENT, LYNNWOOD will 2 receive a total of $1.9 million from VERDANT in three installments over a period of 3 three years (the "VERDANT Grant Funds"); and 4 WHEREAS, the PARTIES desire to enter into this separate AGREEMENT for 5 the purpose of defining their respective rights, obligations, costs and liabilities regarding 6 this undertaking; and 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 WHEREAS, the PARTIES have selected a qualified design consultant through a competitive process for implementation of the design portions of the PROJECT; and WHEREAS, the City Councils of the City of Lynnwood, City of Edmonds and the City of Mountlake Terrace 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 LYNNWOOD will administer and implement the grant award from VERDANT of the VERDANT Grant Funds, design and construct LYNNWOOD's components of the PROJECT, and distribute grant funds in accordance with the terms of this AGREEMENT to EDMONDS and MOUNTLAKE TERRACE for design and construction of their respective components of the PROJECT. The -terms, conditions, and covenants of this AGREEMENT shall accordingly be interpreted to advance the PROJECT. 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. Definitions. For the purpose of this AGREEMENT, the following word(s) shall have the following meaning(s): The "PROJECT" means the design, construction and implementation of the component items identified in Exhibits A and R, attached hereto, including: 1) complete 10 critical missing links (approximately 29,900 linear feet) of the community's bicycle network; 2) install bicycle warning and guide signs; 3) install bicycle parking at key destinations; 4) conduct public education and outreach about bicycle safety, benefits, maps and routes; and 5) conduct pre- and post -usage studies. "LYNNWOOD' S IMPROVEMENTS" means the components of the PROJECT listed in Exhibit A, attached hereto, which are identified as an obligation of LYNNWOOD. "EDMONDS' IMPROVEMENTS" means the components of the PROJECT listed in Exhibit A, attached hereto, which are identified as an obligation of EDMONDS. Page 2 of 13 I "MOUNTLAKE TERRACE'S IMPROVEMENTS" means the components of the 2 PROJECT listed in Exhibit A, attached hereto, which are identified as an obligation of 3 MOUNTLAKE TERRACE. 4 5 Section 3. Term. This AGREEMENT shall be effective upon execution by all of 6 the PARTIES hereto. Unless terminated in accordance with Section 4, this 7 AGREEMENT shall remain effective until the sooner of the following events, when it 8 shall expire automatically: 9 A. When all of the following occur: 10 (1) LYNNWOOD has made its final reimbursement payment to EDMONDS 11 and MOUNTLAKE TERRACE 12 (2) LYNNWOOD has made its final payment for LYNNWOOD' S 13 IMPROVEMENTS, out of the VERDANT Grant Funds 14 (3) LYNNWOOD has returned any remaining VERDANT Grant Funds to 15 VERDANT 16 B. The effective date of the termination, if any, of the VERDANT 17 AGREEMENT for any reason, or 18 C. December 31, 2019. 19 20 The PARTIES may renew and/or extend the term of this AGREEMENT by a written 21 amendment signed by all of the PARTIES in accordance with Section 18 of this 22 AGREEMENT. 23 24 Section 4. Termination. Any PARTY may terminate this AGREEMENT with or 25 without cause by providing the other PARTIES with 30 days written notice of its intent to 26 terminate. Termination or expiration shall not alter the PARTIES' respective obligations 27 under Section 13 of this AGREEMENT, or to reimburse any Party for work performed 28 on that Party's Improvements prior to the effective date of termination or expiration. 29 30 Section 5. Miscellaneous Obligations. The PARTIES agree to: 31 32 A. Develop and complete the PROJECT components identified in Exhibits A 33 and B, attached hereto. The PROJECT components listed and depicted in 34 Exhibits A and B are to serve as the guideline for final engineering and 35 design of the PROJECT. PROJECT components shall be separately 36 delegated for implementation to the various PARTIES as identified in 37 detail in sections 6, 7, and 8 of this AGREEMENT. Each PARTY shall 38 complete that PARTY's separate obligations within the VERDANT Grant 39 Funds amount allocated to that PARTY as identified in, Exhibit A and in 40 Sections 6.13, 7.A and 8.A. If at any time a PARTY believes that it cannot 41 complete its separate obligations within the allocated funding, the PARTY 42 shall execute either of the following options: 43 44 (1) Pay for the additional cost with the PARTY's own funds, and/or M Page 3 of 13 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 (2) Submit a request to revise the PROJECT scope as outlined in subsection 5.13 of this AGREEMENT. B. Use VERDANT Grant Funds only on items identified in Exhibits A and B, unless the Party receives written prior authorization by VERDANT. If at any time EDMONDS or MOUNTLAKE TERRACE wishes to revise the scope of the PROJECT, EDMONDS or MOUNTLAKE TERRACE shall notify LYNNWOOD of the requested revision. Then LYNNWOOD shall submit a scope revision request to VERDANT for VERDANT'S consideration and approval. If LYNNWOOD wishes to revise the scope of the PROJECT, then LYNNWOOD shall submit a scope revision request to VERDANT for VERDANT'S consideration and approval. The PARTIES recognize that pursuant to Paragraph 4.1 of the VERDANT AGREEMENT, VERDANT, at VERDANT's option, may object to any scope revision request if the revision will be materially inconsistent with the PROJECT identified in Exhibits A and B and such inconsistency will substantially interfere with the intended use of the PROJECT for implementing a comprehensive bicycle network. If VERDANT objects to a request for a scope revision, pursuant to Paragraph 4.1 of the VERDANT AGREEMENT, LYNNWOOD shall attempt to resolve VERDANT'S objection within 30 days of VERDANT providing notice to LYNNWOOD of its objection. EDMONDS and MOUNTLAKE TERRACE shall cooperate with and provide reasonable assistance to LYNNWOOD in LYNNWOOD's attempt to resolve VERDANT's objection. If LYNNWOOD is unable to resolve VERDANT'S objection within thirty (30) days after receiving such notice, and if the PARTY requesting the scope revision does not elect to proceed with the original scope of the PROJECT, including payment for PROJECT costs in excess of the VERDANT Grant Funds allocated to that PARTY, the PARTY' S recognize that VERDANT may execute its option to terminate its funding obligations as outlined in the VERDANT AGREEMENT. C. After the PROJECT is complete, and if any VERDANT Grant Funds held by EDMONDS and/or MOUNTLAKE TERRACE have not been expended on PROJECT costs, EDMONDS and/or MOUNTLAKE TERRACE shall return the unexpended VERDANT Grant Funds to LYNNWOOD, who shall return said unexpended Grant Funds, together with any and all unexpended VERDANT Grant Funds held by LYNNWOOD, to VERDANT. D. Credit VERDANT in any and all publicity vehicles about the PROJECT, including but not limited to press releases, websites, brochures and fliers. The Verdant Health Commission name and/or logo shall also be featured on wayfmding signs and other bicycling facilities in a manner that is Page 4 of 13 I mutually agreeable to VERDANT and the PARTIES and complies with 2 local, state, and federal transportation rules and guidelines. 3 4 E. In the event that the PARTIES utilize an architect or engineer by 5 independent contract or a public works contract to fulfill obligations 6 under this AGREEMENT, the PARTIES shall use their best efforts to 7 obtain whatever warranties are reasonably available and to secure 8 contractual indemnities to protect the PARTIES and VERDANT from 9 liability arising out of the work performed under this AGREEMENT; 10 provided, however, that the PARTIES shall incur no liability arising from 11 this AGREEMENT if the PARTIES are unable to obtain such warranties 12 and indemnities. The PARTIES shall also require such professional or 13 contractor to provide adequate insurance to cover any and all liability 14 incurred during the course of construction of the PROJECT or other 15 implementation of this AGREEMENT. 16 17 18 Section 6. Obli ations of LYNNWOOD, LYNNWOOD agrees to: 19 20 A. Act as lead agency for the PROJECT. The PARTIES agree that 21 LYNNWOOD shall directly receive VERDANT Grant Funds as stated in 22 the VERDANT AGREEMENT. LYNNWOOD shall retain the 23 VERDANT Grant Funds in a PROJECT fund until the Grant Funds are 24 distributed to EDMONDS or MOUNTLAKE TERRACE in accordance 25 with Section 9 of this AGREEMENT and until LYNNWOOD expends the 26 Grant Funds to fulfill its separate obligations under this AGREEMENT. 27 28 B. Design, construct and implement LYNNWOOD'S IMPROVEMENTS 29 identified in Exhibit A, attached hereto. This includes but is not limited to 30 securing all necessary consultants, contractors, and subcontractors deemed 31 necessary by LYNNWOOD to complete LYNNWOOD'S 32 IMPROVEMENTS. Pursuant to Section 9 of this AGREEMENT, 33 expenditures related to LYNNWOOD'S IMPROVEMENTS shall be paid 34 directly by LYNNWOOD using VERDANT Grant Funds. VERDANT 35 funding for LYNNWOOD'S IMPROVEMENTS is limited to 36 $1,088,513.00. 37 38 For work not executed with city forces, all construction contracts shall be 39 procured through a formal competitive bidding process consistent with 40 applicable State law and city code. LYNNWOOD shall be solely and 41 exclusively responsible for ensuring the compliance of said bidding 42 process with all applicable procedures required under state and local laws 43 and regulations. 44 45 C. Develop and implement an outreach and education plan identified in 46 Exhibit A under LYNNWOOD'S IMPROVEMENTS. Obtain Page 5 of 13 I EDMONDS' and MOUNTLAKE TERRACE'S approval prior to 2 proceeding with implementation of the plan; provided, that EDMONDS 3 and MOUNTLAKE TERRACE shall not unreasonably withhold approval 4 of LYNNWOOD'S outreach and education plan. 5 6 D. Develop and implement a bike parking installation plan as identified in 7 Exhibit A under LYNNWOOD'S IMPROVEMENTS. Obtain 8 EDMONDS and MOUNTLAKE TERRACE approval prior to proceeding 9 with implementation of the plan; provided, that EDMONDS and 10 MOUNTLAKE TERRACE shall not unreasonably withhold approval of 11 LYNNWOOD'S outreach and education plan. 12 13 E. Conduct a before/after usage study as identified in Exhibit A under . 1.4 LYNNWOOD'S IMPROVEMENTS. Upon completion of the study, 15 LYNNWOOD shall provide the results to EDMONDS and 16 MOUNTLAKE TERRACE. 17 18 F. Review, provide comments on, and in LYNNWOOD'S discretion approve 19 the engineering and design drawings prepared by EDMONDS for the 76t11 20 Avenue W (208th Street SW to Olympic View Drive) improvements 21 identified in Exhibit A under EDMONDS' IMPROVEMENTS; provided, 22 that LYNNWOOD shall not unreasonably withhold its approval of the 23 engineering and design drawings. 24 25 G. Assume sole responsibility for applying for and obtaining any and all 26 regulatory permits necessary to complete LYNNWOOD'S 27 IMPROVEMENTS, including but not limited to SEPA and building 28 permits if applicable. 29 30 H. Provide periodic VERDANT Grant Funds distributions to EDMONDS 31 and MOUNTLAKE TERRACE to reimburse EDMONDS and 32 MOUNTLAKE TERRACE for their costs in design and construction of 33 the EDMONDS IMPROVEMENTS and the MOUNTLAKE TERRACE 34 IMPROVEMENTS pursuant to Section 9 of this AGREEMENT. 35 36 I. Respond promptly to information requests submitted by EDMONDS, 37 MOUNTLAKE TERRACE or their agents regarding the PROJECT. 38 39 Section 7. Obligations of EDMONDS. EDMONDS agrees to: 40 41 A. Design, construct and implement EDMONDS' IMPROVEMENTS 42 identified in Exhibit A, attached hereto. This includes but is not limited to 43 securing all necessary consultants, contractors, and subcontractors deemed 44 necessary by EDMONDS to complete EDMONDS' IMPROVEMENTS. 45 Pursuant to section 9 of this AGREEMENT, expenditures related to 46 EDMONDS' IMPROVEMENTS shall be paid directly by EDMONDS. Page 6 of 13 I EDMONDS shall then submit to LYNNWOOD written requests for 2 reimbursement for the expenditures made by EDMONDS for the 3 EDMONDS' IMPROVEMENTS. VERDANT funding for EDMONDS' 4 IMPROVEMENTS is limited to $736,381.00. 5 6 For work not executed by city forces, all construction contracts shall be 7 procured through a formal competitive bidding process consistent with 8 applicable State law and city code. EDMONDS shall be solely and 9 exclusively responsible for ensuring the compliance of said bidding 10 process with all applicable procedures required under state and local laws 11 and regulations. 12 13 B. Review and approve the outreach and education plan prepared by 14 LYNNWOOD identified in Exhibit A under LYNNWOOD'S 15 IMPROVEMENTS. Approval shall not be unreasonably withheld. 16 17 C. Review and approve the bike parking installations plan prepared by 18 LYNNWOOD identified in Exhibit A under LYNNWOOD'S 19 IMPROVEMENTS. Approval shall not be unreasonably withheld. 20 21 D. As they become available, submit to LYNNWOOD for comment and 22 approval all engineering and design drawings (at 60% complete, 90% 2.3 complete, 100% complete, and final bid ready) as determined appropriate 24 by LYNNWOOD for the 76 h Avenue W (208th Street SW to Olympic 25 View Drive) improvements identified in Exhibit A. EDMONDS shall 26 provide LYNNWOOD with 30 days to review and provide comments 27 and/or approval on each submittal; provided, that if LYNNWOOD does 28 not provide comments or approval with 30 days of receiving said 29 engineering and design drawings, LYNNWOOD shall be deemed to have 30 approved the engineering and design drawings. EDMONDS shall obtain 31 L"YNNWOOD's approval prior to proceeding with construction of the 76"' 32 Avenue W (208t" Street SW to Olympic View Drive) improvements; 33 provided, that LYNNWOOD shall not unreasonably withhold its approval. 34 35 E. Submit final engineering and design drawings for the other EDMONDS' 36 IMPROVEMENTS to LYNNWOOD prior to proceeding with 37 construction. Pursuant to the VERDANT AGREEMENT, LYNNWOOD 38 shall submit the final drawings to VERDANT for approval to proceed 39 with construction. If VERDANT objects or otherwise does not approve 40 the final drawings, LYNNWOOD shall notify EDMONDS within 7 days 41 of receipt of notice of VERDANT' S objection to the final engineering and 42 design drawings. 43 44 F. Assume sole responsibility for applying for and obtaining any and all 45 regulatory permits necessary to complete EDMONDS' Page 7 of 13 1 2 4 5 6 7 8 9 10 1.1 12 13 1.4 15 16 17 18 19 20 21 22. 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 IMPROVEMENTS, including but not limited to SEPA and building permits if applicable. G. Submit to LYNNWOOD written invoices for payment of EDMONDS' IMPROVEMENTS expenditures in accordance with Section 9. H. Respond promptly to information requests submitted by LYNNWOOD, MOUNTLAKE TERRACE or their agents regarding the PROJECT. Section 8. Obligations of MOUNTLAKE TERRACE. MOUNTLAKE TERRACE agrees to: A. Design, construct and implement MOUNTLAKE TERRACE'S IMPROVEMENTS identified in Exhibit A, attached hereto. This includes but is not limited to securing all necessary consultants, contractors, and subcontractors deemed necessary by MOUNTLAKE TERRACE to complete MOUNTLAKE TERRACE'S IMPROVEMENTS. Pursuant to section 9 of this AGREEMENT, expenditures related to MOUNTLAKE TERRACE'S. IMPROVEMENTS shall be paid directly by MOUNTLAKE TERRACE. MOUNTLAKE TERRACE shall then submit to LYNNWOOD written requests for reimbursement for the expenditures made by MOUNTLAKE TERRACE for MOUNTLAKE TERRACE'S IMPROVEMENTS. VERDANT funding for MOUNTLAKE TERRACE'S IMPROVEMENTS is limited to $70,783.00. For work not executed by city forces, all construction contracts shall be procured through a formal competitive bidding process consistent with applicable State law and city code. MOUNTLAKE TERRACE shall be solely and exclusively responsible for ensuring the compliance of said bidding process with all applicable procedures required under state and local laws and regulations. B. Review and approve the outreach and education plan prepared by LYNNWOOD identified in Exhibit A under LYNNWOOD'S IMPROVEMENTS. Approval shall not be unreasonably withheld. C. Review and approve the bike parking installations plan prepared by LYNNWOOD identified in Exhibit A under LYNNWOOD'S IMPROVEMENTS. Approval shall not be unreasonably withheld. D. Submit MOUNTLAKE TERRACE'S IMPROVEMENTS final engineering and design drawings to LYNNWOOD prior to proceeding with construction. Pursuant to the VERDANT AGREEMENT, LYNNWOOD shall submit the final drawings to VERDANT for approval to proceed with construction. If VERDANT objects or otherwise does not Page 8 of 13 I approve the final drawings, LYNNWOOD shall notify MOUNTLAKE 2 TERRACE within 7 days of receipt of notice of VERDANT'S objection 3 to the final engineering and design drawings. 4 5 E. Assume sole responsibility for applying for and obtaining any and all 6 regulatory permits necessary to complete MOUNTLAKE TERRACE'S 7 IMPROVEMENTS, including but not limited to SEPA and building 8 permits if applicable. 9 10 F. Submit to LYNNWOOD written invoices for payment of MOUNTLAKE I 1 TERRACE'S IMPROVEMENTS expenditures in accordance with Section 12 9. 13 14 G. Respond promptly to information requests submitted by LYNNWOOD, 15 EDMONDS or their agents regarding the PROJECT. 16 17 Section 9. Payment Schedule. The PARTIES agree to the following billing and 18 payment schedule: 19 20 A. For expenditures incurred by EDMONDS or MOUNTLAKE TERRACE 21 for the design, construction and implementation of the EDMONDS' 22 IMPROVEMENTS or MOUNTLAKE TERRACE'S IMPROVEMENTS, 23 EDMONDS and/or MOUNTLAKE TERRACE shall, within 60 days of 24 the date EDMONDS and/or MOUNTLAKE TERRACE are billed or 25 invoiced for any undisputed charge by its consultants, contractors and 26 subcontractors, submit a reimbursement request to LYNNWOOD for said 27 expenditures. EDMONDS or MOUNTLAKE TERRACE shall (1) 28 include copies of invoices clearly indicating how expenditures relate to the 29 EDMONDS' IMPROVEMENTS or MOUNTLAKE TERRACE'S 30 IMPROVEMENTS, and (2) provide LYNNWOOD a brief written 31 progress report with each reimbursement request, describing in reasonable 32 detail all work performed on EDMONDS' IMPROVEMENTS and/or 33 MOUNTLAKE TERRACE'S IMPROVEMENTS during the period 34 covered by the reimbursement request. 35 36 B. Within 60 days of receiving any undisputed reimbursement request 37 pursuant to subsection 9.A, LYNNWOOD shall tender payment to 38 EDMONDS and/or MOUNTLAKE TERRACE in the form of a check, 39 money order or other certified funds for the reimbursement request; 40 PROVIDED THAT: 41 42 (1) The total payment by LYNNWOOD for reimbursement requests 43 submitted by EDMONDS and/or MOUNTLAKE TERRACE shall not 44 exceed the amounts identified in subsections TA and 8.A respectively; 45 and 46 Page 9 of 13 1 (2) If EDMONDS or MOUNTLAKE TERRACE fail to submit an expense 2 invoice in a timely manner, the time for EDMONDS' or MOUNTLAKE 3 TERRACE'S reimbursement shall be extended as is reasonably necessary 4 to comply with budget and state auditor guidelines as may be applicable. 5 6 C. Consistent with Section 6 of this AGREEMENT and with the VERDANT 7 AGREEMENT, LYNNWOOD shall pay all costs and expenses incurred 8 by LYNNWOOD for the design, construction and implementation of 9 LYNNWOOD'S IMPROVEMENTS directly from the VERDANT Grant 10 Funds; provided, that the total payments from the VERDANT Grant 11 Funds shall not exceed the amount identified in subsection 6.B. 12 13 D. In the event that the PARTIES disagree regarding any expenses incurred 14 by the PARTIES regarding the PROJECT, the PARTIES may agree to 15 submit the question for resolution by a mediator or arbitrator acceptable to 16 the disagreeing PARTIES. 17 18 Section 10. Construction Project Acceptance. Upon satisfactory completion of 19 EDMONDS' IMPROVEMENTS, EDMONDS shall notify LYNNWOOD in writing of 20 such. Upon satisfactory completion of MOUNTLAKE TERRACE'S IMPROVEMENTS, 21 MOUNTLAKE TERRACE shall notify LYNNWOOD in writing of such. Upon 22 satisfactory completion of LYNNWOOD'S IMPROVEMENTS by LYNNWOOD and 23 after LYNNWOOD has received completion notices from EDMONDS and 24 MOUNTLAKE TERRACE, LYNNWOOD shall notify VERDANT of PROJECT 25 completion. 26. 27 Section 11. Ownership and Disposition of Property. Upon completion of the 28 PROJECT, PROJECT IMPROVEMENTS constructed pursuant to this AGREEMENT 29 shall become and remain the exclusive property of the jurisdiction in which those 30 IMPROVEMENTS are located. 31 32 Section 12. Administration; No Separate Entity Created. Pursuant to RCW 33 39.34.030, the PARTIES hereby appoint a Contract Administrator who will be 34 responsible for administering this AGREEMENT, and at the direction of the PARTIES, 35 this Contract Administrator shall take such action as is necessary to ensure that this 36 AGREEMENT is implemented in accordance with its terms. The PARTIES hereby 37 designate the LYNNWOOD Public Works Director, or the Director's designee, as the 38 Contract Administrator for this AGREEMENT. No separate legal entity is formed by this 39 AGREEMENT. 40 41 Section 13. Release, Indemnify, Defend, and Hold Harmless Agreement. Each 42 PARTY to this AGREEMENT shall be responsible for its own negligent and/or wrongful 43 acts or omissions, and those of its own officials, agents, employees, representatives or 44 subcontractors, to the fullest extent required by laws of the State of Washington. Each 45 PARTY agrees to protect, indemnify and hold the other PARTIES harmless from and 46 against any and all such liability for injury or damage to the PARTIES or the other Page 10 of 13 I PARTIES' property, and also from and against all claims, demands, and causes of action 2 of every kind and character arising directly or indirectly, or in any way incident to, in 3 connection with, or arising out of the performance of this AGREEMENT, caused by its 4 own negligence or wrongful acts or omissions or that of its officials, agents, employees, 5 representatives or subcontractors; provided, that the indemnifying PARTY'S obligation 6 to indemnify, defend and hold harmless the other PARTIES for claims caused by or 7 resulting from the concurrent negligence or wrongful acts or omissions of the PARTIES 8 shall apply only to the extent of the negligence or wrongful acts or omissions of the 9 indemnifying PARTY. 10 11 Each PARTY specifically promises to indemnify the other PARTIES against 12 claims or suits brought under Title 51 RCW by its own employees, contractors, or 13 subcontractors, and waives any immunity that each PARTY may have under that title 14 with respect to, but only to, the limited extent necessary to indemnify the PARTIES. 15 This waiver has been mutually negotiated by the PARTIES. Each PARTY shall also 16 indemnify and hold the other PARTIES harmless from any wage, overtime or benefit 17 claim of any of the first PARTY'S employees, agents, representatives, contractors or 18 subcontractors performing services under this AGREEMENT. Each PARTY further 19 agrees to fully indemnify the other PARTIES from and against any and all costs of 20 defending any such claim or demand to the end that the other PARTIES are held 21 harmless therefrom. 22 23 Section 14. Governing Law and Venue. This AGREEMENT shall be governed 24 by the laws of the State of Washington. Any action arising out of this AGREEMENT 25 shall be brought in Snohomish County Superior Court. 26 27 Section 15. No Employment Relationship Created. The PARTIES agree that 28 nothing in this AGREEMENT shall be construed to create an employment relationship 29 between the PARTIES and any employee, agent, representative or contractor of the 30 PARTIES. 31 32 Section 16. Notices. Notices to LYNNWOOD shall be sent to the following 33 address: 34 35 City of Lynnwood 36 Deputy Public Works director / City Eugi veer 37 19100 40' Avenue W., P.O. Box 5008 38 Lynnwood, WA 98046-5008 39 40 Notices to EDMONDS shall be sent to the following address: 41 42 City of Edmonds 43 City Engineer 44 121 Fifth Avenue N. 45 Edmonds, WA 98020 46 47 Notices to MOUNTLAKE TERRACE shall be sent to the following address: 48 Page 11 of 13 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 City of Mountlake Terrace Public Works Director 6100 219th Street SW, Suite 200 Mountlake Terrace, WA 98043-2222 Section 17. Duty to File Agreement With Coon Auditor. LYNNWOOD shall, after this AGREEMENT is executed by all PARTIES, file this AGREEMENT with the Snohomish County Auditor. Section 18. IntegrwEon. This document constitutes the entire embodiment of the Agreement between the PARTIES, and, unless modified in writing by an amendment to this 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 LYNNWOOD By: Nic Smith, Mayor Date: 7 ,?C) ATTEST: t. Art Ceniza, Assistant City Militnistrator r. APPROVED AS TO FORM: a Rosema- Larson, City Attorney C1TY EDMONDS By: C'c Dave Earling, ayor Date:/.•."% Page 12 of 13 I ATTEST: , 2 3 4 Scott asse City Clerk 5 6 APPRD S T 7 8 9 Sharon Cates, Office of the City Attorney 10 11 12 CITY OF MOUNTLAKE TERRACE 13 14 15 By: 16 Arlene isher, City Manager 17 18 Date: 19 20 ATTES . 21 r 22 23 Virginia Olsen, City Clerk 24 25 APPROVEb AS TO FORM: 26 27 !` 28 Gregory G. Schrag, City Atto nx ey Page 13 of 13 EXHIBIT A - BikeLink Lynnwood's Improvements Item Agency Design Const. Total ;52nd Ave W - 212th to 208th (Bike Lanes) Lynnwood $40,151 $53,507 $93,658 200th St SW - 68th to SR99 (Bike Lanes) Lynnwood $26,383 $65,834 $92,217 200th St SW - 50th to 48th (Bike Lanes/widening/sidewalk) Lynnwood $50,841 $192,655 $243,496 48th Ave W - 200th to 196th (Bike Lanes/widening) Lynnwood $30,510 $107,102 $137,612 48th Ave W - 196th to 194th (Bike Lanes) Lynnwood $24,614 $48,137 $72,751 48th Ave W -194th to 183rd (Bike Lanes/Sharrows) Lynnwood $25,412 $56,123 $81,535 212th St SW - Hwy99 to 63rd (Bike Lanes) Lynnwood $15,095 $42,964 $58,059 Improved Bicycle Signing (exisfing routes, 168th, OVD, 176th, 44th, 188th, 68th, 200th, 208th, 212th, 52nd, cedar valley) Lynnwood $20,100 $77,000 $97,100 Improved Bicycle Signing (Interurban Trail and proximity) Lynnwood $23,346 $88,739 $112,085 Bike Parking installations Multi - $20,000 $20,000 Before/After Usage Study Multi $30,000 $30,000 Outreach & Education Imult, $50,000 - $50,000 Total $336,452 $752,061 $1,038,513 Edmonds' Improvements Item Agency Design Const. Total 212th St SW - 84th to Hwy99 (Bike Lanes/Sharrows) Edmonds $49,385 $140,556 $189,941 76th Ave W - 208th to OVD (Bike Lanes) Multi $59,436 $196,355 $255,791 76th Ave W - 220th to 208th (Bike Lanes) Edmonds $31,133 $102,853 $133,986 220th St SW - 84th to 76th (Bike Lanes) Edmonds $20,195 $66,715 $86,910 Dayton/9th/Bowdoin (Bike Route Signing) Edmonds $3,000 $7,000 $10,000 9th/80th (Bike Route Signing) Edmonds $1,500 $3,500 $5,000 Improved Bicycle Signing (existing routes, 220th, 76th) Edmonds $4,500 $17,000 $21,500 Improved Bicycle Signing (Interurban Trail and proximity) Edmonds $6,926 $26,327 $33,253 Total $976,075 $560,306 $736,381 Mountlake Terrace's Improvements . item Agency Design Const. Total 220th/56th (Bike Route Signing) MLT $2,000 $5,000 $7,000 Improved Bicycle Signing (existing routes, 236th, Cedar way, 228th, 52nd) MLT $4,400 $16,900 $21,300 Improved Bicycle Signing (Interurban Trail and proximity) MLT $8,848 $33,634F $42;483 Tota6 $15,248 $55,534 $70,783 Grand Total $527,77.5 $1,367,901 $1,895,676 Founded $530,000 $1,370,000 $1,900,000 BikeLink Exhibit B Legend 'r„ f �,':' s• ' }. �} r, High School 4 Communit Cestinalians • ' 1 '• ,.ter BikeLtnk - 10 miles lei , r Existing Bika Facililies 23 miles - ,� r — _ � Soon To Be Completed - 0 miles (Von SikeLink) m Of a interurban Regional Trail - 13 miles ' _ � � '+' > 14% Hospital District 2 _ r4A Cid ..a 0 Ism M _ r u g At.OETa d000 IW St awrsnt CNIC ,,n o = CEHTER °• .e� EDMONDS X)MMUt4TT a~Ul,IE FCO,Ir S3 TRi4N5RT , �f• ++ y� >A ► ' EaMUNUS EDhiONdS 1400 aa'eoqqn Yr S,F .fir T Art C ' swEals�r ,• EOM014DS r 1 td a HOSPITAL r ` s goi1#TLAKE TERF<NGE REC y r.w ild. :tti.' ry1 tiAI TFt NVT IV cv4Tie R - MOUNTLAKE TERRACE Nit- g fw��e ! YNNw00C: Nr i;.1iFi�1[: