Interlocal Agreement with City of Mukilteo for 2018 Slurry Seal ProjectCONTRACT ROUTING FORM
Z Originator: Rob English
O Department/Division: Engineering - Public Works
a
p� Name of Consultant/Contractor: City of Mukliteo
cVi) CONTRACT TITLE:
o ILA for 2018 Slurry Seal Project
Routed by:
Date:
(City Clerk Use Only)
Megan Luttrell
02/12/2018
Type of Contract:Ll (GR) Grants (1) Intergovernmental Agreement (L) Lease Agreement
Z ❑ Z (S) Purchase of Services Fv/1 (VV) Public Works (0) Other
LU
Z Bid/RFP Number:
v Effective Date: Completion Date: 12/31/2018 1
VHas the original City contract boilerplate language been modified? OYes (j) No
If yes, specify which sections have been modified:
pDescription 4
0 of Services: I
1
Total Amount of Contract: $ 20,000.00
Budget # 112.000.68.542...v Amount:
J �
Budget # Amount:
LU
0
QBudget # Amount:
V
QAre there sufficient funds in the current budget to cover this contract? Yes
Z Remarks:
Authorization Level: Council
w
®1. Project Manager
2. Risk Management/Budget
Z e3. City Attorney
4. Consultant/Contractor
N Q 5. Other
C*10
✓❑ 6. City Council Approval
Date (if applicable}
- Q 7. Mayor
Q 8. City Clerk
02/06/2018
INTERLOCAL AGREEMENT
CITY OF EDMONDS AND CITY OF MUKILTEO
2018 SLURRY SEAL PROJECT
THIS INTERLOCAL AGREEMENT ("Agreement") is entered into by and between the City of
Edmonds, Washington ("Edmonds") and the City of Mukilteo, Washington ("Mukilteo") (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; and
WHEREAS, Mukilteo is currently planning a capital improvement project known as the 2018 Slurry Seal
Project (the "Project"); and
WHEREAS, Mukilteo plans to install slurry seal on various streets as part of the Project; and
WHEREAS, Edmonds wishes to incorporate the use of slurry seal into its 2018 pavement preservation
program; and
WHEREAS, combining both cities' slurry seal installations into one construction contract can create a
mutual cost benefit by taking advantage of economy of scale; 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 Mukilteo has taken appropriate action to approve Mukilteo's
entry into this Agreement;
NOW, THEREFORE, in consideration of the terms, conditions and covenants contained herein, Edmonds
and Mukilteo agree as follows:
.� Ot, l,-
TERMS
Section 1. Purpose. The purpose of this Agreement is to establish a formal arrangement under which
Edmonds will pay Mukilteo to incorporate slurry seal work on various Edmonds streets into the Project
and to construct said work in conjunction with Mukilteo'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. Terra.. This Agreement shall be effective upon filing with the Snohomish County Auditor in
accordance with Section 14. Unless terminated in accordance with Section 3, this Agreement shall remain
effective until the sooner of the following events: (a) Edmonds' written acceptance of and payment for
Mukilteo's slurry seal work provided to Edmonds pursuant to this Agreement, or (b) December 31, 2018,
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 Edmonds' 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 Edmonds'
portion of the work, and shall not alter the Parties' respective obligations under Section 9 of this
Agreement.
Section 4.Obligations of Edmonds. Edmonds agrees to:
A. Reimburse Mukilteo for all actual costs related to the slurry seal in accordance with the terms
of Section 6 of this Agreement.
B. Reimburse Mukilteo for Edmonds' share of Mukilteo's actual costs for design, construction
engineering, inspection and management of the Project work. Edmonds' share of Mukilteo's
actual costs shall be prorated based on Edmonds' share of the total construction costs for the
work. Edmonds' share of Mukilteo's actual costs for construction engineering and
management shall not exceed $20,000.00 without prior approval by Edmonds, which approval
shall not be unreasonably withheld.
C. Respond promptly to information requests submitted by Mukilteo or its agents regarding the
Project work.
D. Provide written acceptance of the work to Mukilteo upon satisfactory completion of the
Project work.
Section 5.Obligations of Mukilteo. Mukilteo agrees to:
A. Incorporate the streets identified by Edmonds into Project documents.
B. Submit to Edmonds written invoices for payment in accordance with Section 6. Include copies
of invoices or other documentation from consultants and/or contractors clearly indicating
Edmonds' portion of the invoices.
C. Provide Edmonds personnel reasonable access to the Project's construction area for purposes
of inspecting and monitoring the progress of the work.
D. Respond promptly to information requests submitted by Edmonds or its agents regarding the
Project work.
Section 6. Payment Schedule. The Parties agree to the following billing and payment schedule:
A. For design costs, construction contract costs, and for construction engineering and
management costs incurred by Mukilteo for Edmonds' work, Mukilteo shall within thirty (30)
days submit an invoice to Edmonds for its share of said expenses.
B. A fifteen percent (15%) administrative overhead charge shall be included to each billing to
cover administrative costs incurred by Mukilteo in administering the Project.
C. Within thirty (30) days of receiving any invoice pursuant to subsection 6.A, Edmonds shall
tender payment to Mukilteo in the form of a check, money order or other certified funds for
the invoiced amount for work approved by Edmonds, which approval shall not be
unreasonably withheld.
D. In the event that the Parties disagree regarding Edmonds' share of any expense incurred by
Mukilteo regarding the Project, the Parties may agree to submit the question for resolution by
a mediator or arbitrator acceptable to both Parties.
Section 7.Ownership and Disposition of Property. The Project work done for Edmonds pursuant to this
Agreement shall become and remain the exclusive property of Edmonds upon completion. All other work
constructed under the Project shall become and remain the exclusive property of Mukilteo upon
completion.
Section 8. Administration. No Separate Entity Created. The Assistant City Engineer for Mukilteo shall
serve as the administrator of this Agreement. No separate legal entity is formed by this Agreement.
Section 3. Release Indemnification and Hold Harmless AgKeement. 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 harinless 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.
Mukilteo 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 Mukilteo may
have under that title with respect to, but only to, the limited extent necessary to indemnify Edmonds.
Section 10. Goveming 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 11. 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 Mukilteo, or between Mukilteo and any employee, agent, representative or
contractor of Edmonds.
Section 12. No Third Parights. 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 13. Notices. Notices to Mukilteo shall be sent to the following address:
City of Mukilteo
Assistant City Engineer
11930 Cyrus Way
Mukilteo, WA 98275
Notices to Edmonds shall be sent to the following address:
City of Edmonds
City Engineer
121 Fifth Avenue N
Edmonds, WA 98020
Section 14. Duty to File _Agreer ent with County Auditor. Mukilteo shall, after this Agreement is
executed by both Parties, file this Agreement with the Snohomish County Auditor.
Section 15. 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 16. Nan -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.
CITY
DATED this —A, S%y of , 2018.
CITY OF MUKILTEO
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By: � By: , IQ e
AVID O. EARLING Dal J IFER G SON Date
Mayor of .) �,, yor
ATTEST/AUTHENTICATED: ATTEST/AUTHENTICATED:
S tt P,fi4sey, City CIerk Janetkeefe, City Clerk
Approve to form only: Approved as to form only:
City of Edmonds, Office of the City Attorney City of Mukilteo, Office 4the City Attorney