EXECUTIVE/COUNCIL APPROVAL FORM

John Lovick Lenda Crawford Steven E. Thomsen Public Works

TYPE: BUDGET ACTION:

Emergency Appropriation Supplemental Appropriation

Budget Transfer _X_ CONTRACT:

New Amendment

I TITLE:

TO: COUNCIL CHAIRPERSON: SNOHOMISH COUNTY COUNCIL

EX~lJTIVE RECOMMENDATION:

-----"V- Aoorove No Recommendatton __ Further Processing __ Requested Bv

Review Received at Council Office

GRANT APPLICATION ORDINANCE

Amendment to Ord. # -------PLAN

X OTHER MOTION

INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND ALDERWOOD WATER AND

WASTEWATER DISTRICT CONCERNING PAVING A WIDENED SHOULDER ON ADMIRALTY

WAY

AUTHORITY:

NORMAL X EXPEDITE

PURPOSE:

COUNCIL X sec 3.04.140(1 ), sec 13.01.020(5) and RCW 39.34.030

URGENT DEADLINE DATE

To authorize the County Executive to sign the lnterlocal Agreement between Snohomish County (the

"County") and the Alderwood Water and Wastewater District (the District) concerning the District

paving a widened shoulder on Admiralty Way for the County.

• The County, under the Safe Kids Improved Pathways ("SKIP") program, is installing a five by

seven hundred and sixty-five (5' X 765') linear foot widened paved shoulder along the westerly

side of Admiralty Way between 132nd ST SW and Gibson Road (the "Shoulder") as shown in

Exhibit A; and

BACK GROUND CONTINUED

• The installation of the Shoulder requires the County to widened the existing roadway and pave

the widened section of roadway; and

• The District is in the process of upgrading their wastewater system on Admiralty Way as part of

the Swamp Creek Sewer Improvement Project between Gibson Road and 132nd ST SW; and

• The District is required to re-pave all sections of the existing roadway within the limits of work

for the Swamp Creek Sewer Improvement Project; and

• The County had not performed the widening of the existing roadway until after the District had

begun their Swamp Creek Sewer Improvement Project; and

• The District suspended work on the Swamp Creek Sewer Improvement Project for the winter

and in the Spring of 2015 will resume work including paving all roadway areas disturbed as a

result of their work; and

• The County and the District agree that it will be more efficient, cost effective and provide for a

better road surface for the District to pave the Shoulder when they complete their paving on

Admiralty Way in the Spring of 2015; and

• The Parties have estimated the cost to pave the Shoulder should not exceed $12,000 plus

sales tax; and

• The Parties are authorized to enter into an interlocal agreement pursuant to Chapter 39.34

RCW.

2

EXPEND: FUND, AGY, ORG, ACTY, OBl AU CURRENTYR 2NDYR 1ST 6 YRS

102-506 3035S'£E' $12,000 $12,000

TOTAL $12,000 $12,000

I REVENUE: FUND AGY ORG REV SOURCE CURRENTYR 2NDYR 1ST 6 YRS

1 Road Funds $12,000 $12,000

I TOTAL $12,000 $12,000

Pursuant to the ILA the County will reimburse the District for the actual direct costs associtated with

paving the shoulder, including the applicable sales tax.

1 ~ d .. na yst A mm1strator Recommend Approval

ORIGINAL

AMENDMENT

CONTRACT PERIOD: ORIGINAL

AMENDMENT

I

RISK MANAGEMENT

COMMENTS

Start Start

CONTRACT # CONTRACT #

End End

(City/State only):

Yes X

PROSECUTING ATTY- AS TO FORM: Yes X

OTHER DEPARTMENTAL REVIEW I COMMENTS:

No

No

---

AMOlJNT

AMOlJNT

G:\ECAF\9ept\06 _pw\Roads\ALDER\'1./00D AMIR,A,LTY \VAY ILA\lbA _ILA.docx

G:\ECAF\9ept\:06 _p•.v'.Roads\ALDERWOOD AMIRALTY \VA¥ ILA~IL:t\-_ ECAF.docx

G:\ECAF\Dept\:~ads;\ALDERWOOD AMIRALTY WAY ILA\ILA_Motion.docx

ATTACHMENTS:

2 originals of the ILA approved by the District

1 original Motion (with copy of ILA)

3

$ $

SNOHOMISH COUNTY COUNCIL Snohomish County, Washington

MOTION NO. 15-094

APPROVING AND AUTHORIZING THE COUNTY EXECUTIVE TO SIGN AN INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE

ALDERWOOD WATER & WASTEWATER DISTRICT CONCERNING PAVING A WIDENED SHOULDER ON ADMIRALTY WAY

WHEREAS, Snohomish County (the "County"), under the Safe Kids Improved Pathways ("SKIP") program, is installing a five by seven hundred and sixty-five linear foot widened paved shoulder along the westerly side of Admiralty Way between 132nd ST SW and Gibson Road (the "Shoulder"); and

WHEREAS, the installation of the Shoulder requires the County to widened the existing roadway and pave the widened section of roadway; and

WHEREAS, the Alderwood Water & Waste Water District (the "District") is in the process of upgrading their wastewater system on Admiralty Way as part of the Swamp Creek Sewer Improvement Project between Gibson Road and 132nd ST SW; and

WHEREAS, pursuant to its Swamp Creek Sewer Improvement Project, the District will re-pave existing Admiralty Way between Gibson Road and 132nd Street at the completion of its wastewater system upgrade; and

WHEREAS, the District suspended work on the Swamp Creek Sewer Improvement Project for the winter and in the Spring of 2015 will resume work including paving all roadway areas disturbed as a result of their work; and

WHEREAS, the County and the District agree it would be more efficient, cost effective and provide for a better road surface for the District to complete the paving of the Shoulder when they complete the paving on Admiralty Way in the Spring of 2015;

NOW, THEREFORE, ON MOTION, Snohomish County Council authorizes the county executive to sign an interlocal agreement between Snohomish County and the Alderwood Water & Wastewater District concerning paving a widened shoulder on Admiralty Way, in the form attached hereto as Exhibit A.

PASSED this __ day of _____ , 2015.

ATTEST:

Asst. Clerk of the Council

SNOHOMISH COUNTY COUNCIL Snohomish County, Washington

Council Chair

EXHIBIT A

INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE ALDERWOOD WATER &WASTEWATER DISTRICT CONCERNING PAVING A

WIDENED SHOULDER ON ADMIRALTY WAY

[See Attached]

[The remainder of this page is intentionally left blank.]

INTERLOCAL AGREEMENT

BETWEEN

~XH ltbl T A-

SNOHOMISH COUNTY AND THE ALDERWOOD WATER &

WASTEWATER DISTRICT CONCERNING PAVING A WIDENED

SHOULDER ON ADMIRALTY WAY

THIS INTERLOCAL AGREEMENT, hereinafter referred to as the "Agreement," is made and entered into by and between Snohomish County, a political subdivision of the State of Washington, hereinafter referred to as the "County" and the Alderwood Water & Wastewater District, a municipal corporation of the State of Washington, hereinafter referred to as the "District" and collectively as the "Parties," for the purpose of the District paving a widened shoulder for the County along the west side of Admiralty Way between 132nd ST SW and Gibson Road.

RECITALS

A. The County, under the Safe Kids Improved Pathways ("SKIP") program, is installing a five by seven hundred and sixty-five (5' X 765') linear foot widened paved shoulder along the westerly side of Admiralty Way between 132nd Street SW and Gibson Road (the "Shoulder") as shown in Exhibit A; and

B. To date, the County has widened the Shoulder but has not yet paved it; and

C. The District is upgrading its wastewater system on Admiralty Way between Gibson Road and 132nd Street SW as part of its Swamp Creek Sewer Improvement Project; and

D. Pursuant to its Swamp Creek Sewer Improvement Project, the District will re-pave existing Admiralty Way between Gibson Road and 132nd Street at the completion of its wastewater system upgrade; and

E. The Parties agree that it is more efficient and cost effective for the District to pave the newly-widened Shoulder when it paves Admiralty Way; and

F. The Parties have estimated the cost to pave the Shoulder should not exceed $12,000 plus sales tax; and

G. The Parties are authorized to enter into an interlocal agreement pursuant to Chapter 39.34 RCW.

AGREEMENT

NOW, THEREFORE, in consideration of the respective agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the County and the District agree as follows:

1. Requirements of lnterlocal Cooperation Act

1.1 Purpose of Agreement. The purpose and intent of this Agreement is to memorialize the terms by which the District agrees to pave the shoulder along the westerly side of Admiralty Way between 132"d Street SW and Gibson Road (the "Shoulder").

1.2 No Separate Entity Necessary. The Parties agree that no separate legal or administrative entities are necessary to carry out this Agreement.

1.3 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.

1.4 Administrators. Each party to this Agreement shall designate an individual (an "Administrator"), which may be designated by title or position, to oversee and administer such party's participation in this Agreement. The Parties' initial Administrators shall be the following individuals:

County's Initial Administrator: District's Initial Administrator:

Curtis Jasper, Engineer II Snohomish County DPW 8915 Cathcart Way MIS 607 Snohomish W A, Washington 98296 Curtis.jasper@snoco.org

Catherine Forrest, Construction Manager Alderwood Water & Wastewater District 3626 - 156th Street SW Lynnwood, W A 98087 cforrest @awwd.com

Either party may change its Administrator at any time by delivering written notice of such party's new Administrator to the other party.

2. Effective Date and Duration

As provided by RCW 39.34.040, this Agreement shall not take effect unless and until it has been (i) duly executed by both Parties, and (ii) posted on the County's Interlocal Agreements website. This Agreement shall remain in effect until all obligations of the Parties are discharged, unless earlier terminated pursuant to the provisions of Section 9 below.

3. County Responsibilities

3.1 Preliminary work. The County shall be responsible for completing the following preliminary work for paving the Shoulder:

a. Grade and compact the existing shoulder to approximately four inches below the existing Admiralty Way asphalt grade;

b. Remove and dispose of all excavated materials;

INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE ALDER WOOD WATER & WASTEWATER DISTRICT CONCERNING PAVING A WIDENED SHOULDER ON ADMIRALTY WAY

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c. Pave a base asphalt mat to match the existing Admiralty Way asphalt grade;

d. Sweep the shoulder and existing roadway after completion of preliminary preparation work; and

e. Provide labor, supervision, inspection and materials required for the completion of the above-described preliminary preparation work.

3.2 Inspection of Work. The County will inspect all paving performed by the District under the terms of this Agreement within three (3) business days of being notified by the District that the paving has been completed.

3.3 Reimbursement of Costs. The County shall reimburse the District within 30 days of receiving an invoice for all costs of paving the Shoulder.

4. District Responsibilities

4.1 Paving. The District shall pave the Shoulder in one lift in accordance with current Washington State Department of Transportation (WSDOT) Standard Specifications at a minimum depth of2 inches (0.16 feet) ofHMA to the outside edge of the shoulder.

4.2 Notification. A minimum of fourteen (14) calendar days prior to the start of the paving (weather permitting), the District, in accordance with section 10 of this Agreement, shall notify the County's Agreement Administrator when paving will start.

4.3 Independent Contractor. The District will perform all responsibilities under this Agreement as an independent contractor and not as an agent, employee, or servant of the County. The District has the express right to direct and control the District's activities in meeting its responsibilities in accordance with the specifications set out in this Agreement. The County shall only have the right to ensure performance.

4.4 Contracting. The District may utilize a contractor and sub-contractor( s) as necessary to complete the work to be performed under this Agreement

4.5 Invoicing. The District agrees to invoice the County for all costs incurred that are associated with the Project, after completion of paving by the District and inspection and acceptance by the County.

5. Indemnification/Hold Harmless

5.1 Countv's Indemnification ofDistrict. The County shall indemnify, defend and hold the District harmless from and against all liabilities, suits, losses, costs, damages, claims, expenses, penalties or charges, including, without limitation, reasonable attorneys' fees and disbursements, that the District may incur or pay out by reason of: (i) any accidents, damages or injuries to persons or property occurring in, on, about or around the District's Project Area due to or arising out of the County's performance of Services pursuant to this Agreement, but only to the extent such accidents, damages or injuries are due to any negligent or wrongful act or omission of the County; or (ii) any breach or Default (as such term is defined in Section 8.1 below) by the County under this Agreement.

INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE ALDER WOOD WATER & WASTEWATER DISTRICT CONCERNING PAVING A WIDENED SHOULDER ON ADMIRALTY WAY

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5.2 District's Indemnification of County. The District shall indemnify, defend and hold the County harmless from and against all liabilities, suits, losses, costs, damages, claims, expenses, penalties or charges, including, without limitation, reasonable attorneys' fees and disbursements, that the County may incur or pay out by reason of: (i) any accidents, damages or injuries to persons or property occurring in, on or around the Project Area during the term of this Agreement, but only to the extent the same are caused by any negligent or wrongful act of the District; or (ii) any breach or Default (as such term is defined in Section 8.1 below) of the District under this Agreement.

5.3 Waiver of Immunity Under Industrial Insurance Act. The indemnification provisions of Sections 5.1 and 5.2 ofthis Agreement are specifically intended to constitute a waiver of each party's immunity under Washington's Industrial Insurance Act, Title 51 RCW, as respects the other party only, and only to the extent necessary to provide the indemnified party with a full and complete indemnity of claims made by the indemnitor's employees. The Parties acknowledge that these provisions were specifically negotiated and agreed upon by them.

5.4 Survival. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement.

6. 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 part to the indemnified party(s).

7. Compliance with Laws

In the performance of its obligations under this Agreement, each party shall comply with all applicable federal, state, and local laws, rules and regulations.

8. Default and Remedies

8.1 Default. If either the County or the District fails to perform any act or obligation required to be performed by it hereunder, the other party shall deliver written notice of such failure to the non-performing party. The non-performing party shall have thirty (30) days after its receipt of such notice in which to correct its failure to perform the act or obligation at issue, after which time it shall be in default ("Default") under this Agreement; provided, however, that if the non-performance is of a type that could not reasonably be cured within said thirty (30) day period, then the non-performing party shall not be in Default if it commences cure within said thirty (30) day period and thereafter diligently pursues cure to completion.

INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE ALDER WOOD WATER & WASTEWATER DISTRICT CONCERNING PAVING A WIDENED SHOULDER ON ADMIRALTY WAY

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8.2 Remedies. In the event of a party's Default under this Agreement, then after giving notice and an opportunity to cure pursuant to Section 8.1 of this agreement, the non­Defaulting party shall have the right to exercise any or all rights and remedies available to it in law or equity.

9. Early Termination

9.1 30 Day Notice. Except as provided in Section 9.2 of this Agreement, either party may terminate this Agreement at any time, with or without cause, upon not less than thirty (30) days advance written notice to the other party. The termination notice shall specify the date on which the Agreement shall terminate.

9.2 Lack of Funding. This Agreement is contingent upon governmental funding and local legislative appropriations. In the event that funding from any source is withdrawn, reduced, limited, or not appropriated after the effective date of this Agreement, this Agreement may be terminated by either party immediately by delivering written notice to the other party. The termination notice shall specify the date on which the Agreement shall terminate.

10. Notices

All notices required to be given by any party to the other party under 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 or the Administrator's designee. 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, or their designee, at the addresses set forth in Section 1.4 of this Agreement. Notice delivered by email shall be deemed given as of the date and time received by the recipient.

11. Miscellaneous

11.1 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof, and supersedes any and all prior oral or written agreements between the Parties regarding the subject matter contained herein. This Agreement may not be modified or amended in any manner except by a written document signed by the party against whom such modification is sought to be enforced.

11.2 Governing Law and Venue. This Agreement shall be governed by and enforced in accordance with the laws of the State of Washington. The venue of any action arising out ofthis Agreement shall be in the Superior Court of the State of Washington, in and for Snohomish County.

11.3 Interpretation. This Agreement and each of the terms and provisions of it are deemed to have been explicitly negotiated by the Parties, and the language in all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or

INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE ALDER WOOD WATER & WASTEWATER DISTRICT CONCERNING PAVING A WIDENED SHOULDER ON ADMIRALTY WAY

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against either of the Parties hereto. The captions and headings in this Agreement are used only for convenience and are not intended to affect the interpretation of the provisions of this Agreement. This Agreement shall be construed so that wherever applicable the use of the singular number shall include the plural number, and vice versa, and the use of any gender shall be applicable to all genders.

11.4 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent, be found invalid or unenforceable, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected thereby, but shall instead continue in full force and effect, to the extent permitted by law.

11.5 No Waiver. A party's forbearance or delay in exercising any right or remedy with respect to a Default by the other party under this Agreement shall not constitute a waiver of the Default at issue. Nor shall a waiver by either party of any particular Default constitute a waiver of any other Default or any similar future Default.

11.6 No Assignment. This Agreement shall not be assigned, either in whole or in part, by either party without the express written consent of the other party, which may be granted or withheld in such party's sole discretion. Any attempt to assign this Agreement in violation of the preceding sentence shall be null and void and shall constitute a Default under this Agreement.

11.7 Warranty of Authority. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign this Agreement.

11.8 No Joint Venture. Nothing contained in this Agreement shall be construed as creating any type or manner of partnership, joint venture or other joint enterprise between the Parties.

11.9 No Third Party Beneficiaries. This Agreement and each and every provision hereof are for the sole benefit of the Parties. No other persons or parties shall be deemed to have any rights in, under or to this Agreement.

11.1 0 Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same agreement.

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INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE ALDERWOOD WATER & WASTEWATER DISTRICT CONCERNING PAVING A WIDENED SHOULDER ON ADMIRALTY WAY

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, effective on the latest date shown below. The signatories below represent and warrant that they possess the authority to execute this Agreement and bind their respective entities.

SNOHOMISH COUNTY ALDERWOOD WATER & WASTEWATER DISTRICT

By: ____________ _ John Lovick County Executive

Date By:~~.~~ Z-j..Djls-"

Paul Mcintyre Date Board President

Approved as to form only: Approved as to form only:

/2 e-)/2/'- ' By: ~{e'/ ···... J/3/".) > ' j ' Deputy Brose.c.uting Attorney Date District Attorney

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INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE ALDER WOOD WATER & WASTEWATER DISTRICT CONCERNING PAVING A WIDENED SHOULDER ON ADMIRALTY WAY

Date

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:'

(

EXHIBIT A

INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE ALDER WOOD WATER &WASTEWATER DISTRICT CONCERNING PAVING A

WIDENED SHOULDER ON AD MIRA TL Y WAY

PROJECT LOCATION

I

INTERLOCAL AGREENIENT BETWEEN SNOHOMJSH COUNTY Page 8 of& AND THE ALDER WOOD WATER & WASTEWATER DISTRICT CONCERNING PAVING A WIDENED SHOULDER ON ADMIRALTY WAY