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AG 20-044 - Lakehaven RETURN TO: PW ADMIN EXT: 2700 ID#: 2i I „ Q CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ 2, ORIGINATING STAFF PERSON: e'-5 EXT: Z-1 13 3. DATE REQ.BN 3. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): INTERLOCAL ❑ OTHER 4. PROJECT NANIE: 5. NAME OF CONTRACTOR: ADDRESS: tAL L4 at -c44cr-\' wa vJ TELEPHONE: E-MAIL: N:>0\4+"\, -oY FAX: SIGNATURENAME: -30vN `. 72-c�--)r-u&-� _ _ TITLE: ��+^ti;�1 He.rtia�Cr 6. EXHIBITS AND ATTACHMENTS: OPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS Cf PROOF OFAUTHORI'I'YTO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP.12/31/ UBI#_ EXP. 7. TERM: COMMENCEMENT DATE: JYNS►'� COMPLETIONDATE: a01-}cc <.)—CGJtr 0'rl 8. TOTAL COMPENSATION:$ ►J Vk _ _ (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑YES Cl NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANA-GER ❑ DIVISION MANAGER VDEPUTY DIRECTOR r- (+ � �� lei ©• z- °DIRECTOR z✓ I`L1 (`1 ❑ RISK MANAGEMENT (IF APPLICABLE) tAl LAW DEPT t 7�� 23�]T_p2o 10.. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE:T_ � `_ COMMITTEE APPROVAL DATE:_ 2_ SCHEDULED COUNCIL DATE: _ L(J COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING f EZ0IrSENTTO VENDOR/CONTRACTOR DATE SENT: 20 c DATE REC'D: I n ATTACH: SIGNATURE AUTHORITY; INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFIC.ATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCILAPPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT wLAW DEPT 3 2-62-o SIGNATORY'( AYO OR DIRECTOR) ITY CLERK ❑ ASSIGNED AG# AG, ❑ SIGNED COPY RETURNED DATE SENT: ❑RETURN ONE ORIGINAL COMMENTS: EXECUTE°2."ORIGINALS I0)[S After recording, return to: City of Federal Way Public Works Department Attn: Public Works Director 33325 8th Avenue S Federal Way, WA 98003 INTERLOCAL AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND LAKEHAVEN WATER & SEWER DISTRICT THIS AGREEMENT is made and entered into this 7 day of March , 2020, by and between the City of Federal Way (hereinafter "City") and Lakehaven Water and Sewer District (hereinafter"District"), collectively referred to herein as the "Parties." WHEREAS, Chapter 39.34 RCW (Interlocal Cooperation Act) permits local governmental units to make the most efficient use of their powers by enabling them to cooperate with other entities to provide services in a manner best serving the needs and development of their local communities; and WHEREAS, it has been determined by each of the parties hereto that it would be in the best interest of the citizens of their services if, in some circumstances, completion of construction projects is completed through a bidding process made up of more than one agency; and WHEREAS, the parties can achieve cost savings and other benefits in the public's interest by jointly contracting to perform certain construction activities, including letting of design and public works construction contracts in connection with their Projects; and WHEREAS, the parties routinely enter interlocal agreements for construction of specific projects; and WHEREAS, in 1995 the parties entered an interlocal bidding/purchasing agreement for equipment, goods and services. NOW, THEREFORE, it is hereby covenanted and agreed by and between the Parties hereto as follows: i. GENERAL The Parties routinely enter interlocal agreements for the construction of specific projects that require interaction and development of specific agreements for each project. To create a mutual benefit, the Parties desire to enter into an Interlocal Agreement that sets forth (1) roles and responsibilities for mutual construction projects, (2) terms and procedures for the execution of work, (3) a task order process that can be used for the design, construction, and reimbursement of identified projects without the requirement to enter project specific Interlocal Agreements. Page 1 II. DESIGNATED REPRESENTATIVES The City and District have designated formal points of contact for this Agreement as shown below. Each designated representative is responsible for coordinating the input and work of its agency, consultants, and staff as it relates to the objectives of this Agreement. The Parties may change designated representatives by written notice to the other Party during the term of this Agreement. Task orders may designate other individuals as points of contact for each specific task order. City of Federal Way Lakehaven Utility District Public Works Director General Manager 33325 8t" Avenue South PO Box 4249 Federal Way, WA 98003 Federal Way, WA 98063 III. COOPERATION AND GOOD FAITH FFFORTS A. The Parties understand and agree that the activities described in this Agreement depend upon timely, open communication and cooperation between the Parties. In this regard, communication of issues, changes, or problems that arise should occur as early as possible in the process, and not wait for explicit due dates or deadlines. Each Party agrees to work cooperatively and in good faith toward resolution of any such issues. B. The Parties acknowledge that this Agreement contemplates the execution and delivery of a number of future project documents, instruments, and task orders that are not presently determined. The Parties agree to provide the necessary resources and to work in good faith to develop the final form and contents of the task orders, and to promptly execute and deliver the same. IV. TASK ORDERS A task order shall be prepared and executed by the Parties Designated Representatives for each work effort to be covered by this Agreement. Task orders shall be in a format similar to that shown in Exhibit A. Each task order shall contain a scope of work, a detailed cost estimate, and a schedule of work. The cost estimate shall establish a maximum funding level for the task order. Each task order shall be executed by the authorized representatives of the City and the District and shall incorporate by reference the provisions of this Agreement. V. CITY LED MUTUAL CONSTRUCTION PROJECTS A. Design and Plans Specifications and Engineer's Estimate Upon execution of a Task Order,the District shall provide the City with reproducible construction drawings, special contract provisions, and other necessary documents, which will sufficiently detail requirements for the District Work to become a part of the Contract Bid Documents and Engineer's estimate for the Project. The necessary documents in this section shall be subject to City approval, which shall not be unreasonably withheld. Page 2 B. Bidding and Construction 1. It is the intention of the Parties that for all Task Orders the District plans and specifications be incorporated into the Contract Bid Documents for identified Projects in such manner as to allow, to the extent possible, identification of cost allocations between the Parties. The District Work will be advertised as a separate bid schedule that will be part of the Base Bid for award. 2. The City shall call for bids for performing the Project and District Work. Following opening of construction bids for the Project, the City shall furnish for the District's review a tabulation of the bid responses submitted for the District Work. The District will be given the opportunity to review and comment on the low bidder; however, the City will have the sole discretion regarding the selection of the contractor. Within twenty days of receiving the bid tabulation, the District shall notify the City in writing whether the District approves or rejects their portion of the bid award. If the City elects to award a contract for the project, bid award will be made to the lowest responsive responsible bidder for the total Project subject to applicable laws and regulations. The City shall not proceed with the District Work until the City has received approval from the District for its portion of the bid award; provided, however, if no bids are received which, in the estimation of the District, are acceptable to the District for the District's Work, the District shall so immediately notify the City. Following such notice from the District that the bid results are unacceptable to the District, the City may elect to proceed with its portion of the Project, and the District Work shall be deleted from the Contract Documents. 3. Pursuant to RCW 39.34.030(5)(b), the City shall either (1) post the bid or solicitation notice on the City's web site, the website of a purchasing cooperative, or similar service provider, for purposes of posting public notice of bid or proposal solicitations, or (2) provide an access link on the state's web portal to the notice. C Contract Administration 1. The City shall provide the necessary administrative, construction observation, and clerical services necessary for the execution of the Project, exclusive of such construction observation, material review and ancillary construction administration support provided by the District in coordination with City staff. In providing such services, the City Public Works Director and/or his or her designee may exercise all the powers and perform all the duties vested by law in him or her. The District grants to the City Public Works Director and/or his or her designee authority to act on behalf of the District sufficient to carry out the provisions of this Agreement. 2. The District shall notify the City, in writing, of any changes it wishes to make in the plans and specifications which affect the District Work, which changes shall be made, if feasible. The City shall notify the District, in writing, of any changes required of the District Work and shall obtain the District's approval of such changes. The District's approval shall not be unreasonably withheld. The District shall be responsible for all costs incurred, directly or indirectly, as a result of these or any other changes required or requested by the District. D Payment 1. The District shall reimburse the City for all costs incurred by the City in performing the District Work, which costs shall include, but are not limited to, the Page 3 District work performed by the City's Project contractor(s), the City's design and inspection consultants, and all District requested changes. 2. All payments shall be due from the District to the City within forty-five (45) days after approval by the District's General Manager or his/her designee of said sums billed to the District. Amounts unpaid after said due date shall accrue interest at a rate of one (1) percent per month. 3. The City shall make all disbursements to the Project contractors and consultants. VI. DISTRICT LED MUTUAL CONSTRUCTION PROJECTS A. Design and Plans. Specifications and Engineer's Estimate 1. Upon execution of a Task Order, the City shall provide the District with reproducible construction drawings, special contract provisions, and other necessary documents, which will sufficiently detail requirements for the City Work to become a part of the Contract Bid Documents and Engineer's estimate for the Project. The necessary documents in this section shall be subject to District approval, which shall not be unreasonably withheld. B. Bidding and Construction 1. It is the intention of the Parties that for all Task Orders the City plans and specifications be incorporated into the Contract Bid Documents for identified Projects in such manner as to allow, to the extent possible, identification of cost allocations between the Parties. The City Work will be advertised as a separate bid schedule that will be part of the Base Bid for award. 2. The District shall call for bids for performing the Project and City Work. Following opening of construction bids for the Project, the District shall furnish for the City's review a tabulation of the bid responses submitted for the City Work. The City will be given the opportunity to review and comment on the low bidder; however, the District will have the sole discretion regarding the selection of the contractor. Within twenty days of receiving the bid tabulation, the City shall notify the District in writing whether the City approves or rejects their portion of the bid award. If the District elects to award a contract for the project, bid award will be made to the lowest responsive responsible bidder for the total Project subject to applicable laws and regulations. The District shall not proceed with the City Work until the District has received approval from the City for its portion of the bid award; provided, however, if no bids are received which, in the estimation of the City, are acceptable to the City for the City's Work, the City shall so immediately notify the District. Following such notice from the City that the bid results are unacceptable to the City, the District may elect to proceed with its portion of the Project, and the City Work shall be deleted from the Contract Documents. 3. Pursuant to RCW 39.34.030(5)(b), the District shall either (1) post the bid or solicitation notice on the District's website, the website of a purchasing cooperative, or similar service provider, for purposes of posting public notice of bid or proposal solicitations, or (2) provide an access link on the state's web portal to the notice. C. Contract Administration 1. The District shall provide the necessary administrative, construction Page 4 observation, and clerical services necessary for the execution of the Project, exclusive of such construction observation, material review and ancillary construction administration support provided by the City in coordination with District staff. In providing such services, the District General Manager and/or his or her designee may exercise all the powers and perform all the duties vested by law in him or her. The City grants to the District General Manager and/or his or her designee authority to act on behalf of the City sufficient to carry out the provisions of this Agreement. 2. The City shall notify the District, in writing, of any changes it wishes to make in the plans and specifications which affect the City Work, which changes shall be made, if feasible. The District shall notify the City, in writing, of any changes required of the City Work and shall obtain the City's approval of such changes. The City's approval shall not be unreasonably withheld. The City shall be responsible for all costs incurred, directly or indirectly, as a result of these or any other changes required or requested by the City. D. Payment 1. The City shall reimburse the District for all costs incurred by the District in performing the City Work, which costs shall include, but are not limited to, the City work performed by the District's Project contractor(s), the District's design and inspection consultants, and all City requested changes. 2. All payments shall be due from the City to the District within forty-five (45) days after approval by the City's Public Works Director or his/her designee of said sums billed to the City. Amounts unpaid after said due date shall accrue interest at a rate of one (1) percent per month. 3. The District shall make all disbursements to the Project contractors and consultants. VII. INDEMNIFICATION AND HOLD HARMLESS A. The City agrees to indemnify and hold the District, its elected officials, officers, employees and agents harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees) to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising or resulting from, or connected with, this Agreement to the extent caused by the negligent acts, errors or omissions of the City, its agents or employees, or by the City's breach of this Agreement. B. The District agrees to indemnify and hold the City, its elected officials, officers, employees and agents harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees) to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising or resulting from, or connected with, this Agreement to the extent caused by the negligent acts, errors or omissions of the District, its agents or employees, or by the District's breach of this Agreement. C. The provisions of this paragraph shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. Page 5 VIII. DURATION A. This agreement shall become effective immediately upon execution by both parties, and shall continue in force until terminated. It may be terminated by either of the parties by giving thirty (30) days written notice to the other; provided, however, that termination shall not affect or impair ongoing projects agreed to on or before the date of termination. Unless terminated earlier, or extended by mutual written agreement for an additional term, this agreement shall terminate ten (10) years from its effective date. IX. NOTICES A. Unless otherwise provided herein, all notices and communications concerning this Agreement shall be in writing and addressed to the Designated Representative. B. Unless otherwise provided herein, all notices shall be either: (i) delivered in person, (ii) deposited postage prepaid in the certified mails of the United States, return receipt requested, (iii) delivered by a nationally recognized overnight or same-day courier service that obtains receipts, or (iv) delivered electronically to the other party's Designated Representative as listed herein. X. AUDITS The Parties shall maintain accounts and records, including contract and financial records, which sufficiently and properly reflect all direct and indirect costs of any nature expended for work performed under this Agreement so as to ensure proper accounting for all monies paid. These records shall be maintained for a period of six (6) years after termination or expiration of this Agreement unless permission to destroy the records is granted by the Office of the Archivist pursuant to RCW Chapter 40.14 and agreed to by the Parties. XI. OTHER PROVISIONS A. The City shall retain ownership and usual maintenance responsibility for the roadway, storm drainage system, sidewalks, landscaping, traffic signals and all other appurtenances related thereto. The District shall retain ownership and usual maintenance responsibility for the water and sewer mains and associated appurtenances. B. Upon completion of the construction and acceptance of the Project by the Contracting Party as fully constructed according to the Contract Documents, including requested changes, a final invoice shall be provided by the Contracting Party for any final payment due. The final payment of this final invoice shall, in effect, transfer ownership of the completed improvements to the party identified in the Task Order and each party shall thereafter be responsible for maintenance of its respective facilities. C. This Agreement contains the entire written agreement of the Parties and supersedes all prior discussion. This Agreement may be amended only in writing, signed by both Parties. D. Adherence to deadline dates established on specific project schedules is essential to the performance of this Interlocal Agreement. E. Each Party is responsible for their respective agency's approval process, including project updates and approvals of their governing board. F. Any provision of this Agreement, which is declared invalid, void or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provisions Page 6 shall remain in full force and effect. G. Should any claims arise related to the incorporated work of the non-Contracting Party's portion of the Project, the Contracting Party shall handle and administer the claims in the same manner it would handle any other claims on the Project and be reimbursed for all expenses associated with handling such claims. The Contracting Party shall immediately notify the District and keep it informed as to the progress of the claim. The non-Contracting Party will provide guidance regarding proposed terms of settlement. Any decision regarding the settlement or prosecution of a claim shall be approved by both Parties prior to being finalized. If the Parties cannot agree as to the prosecution or settlement of a claim, the non-Contracting Party may prosecute or defend the claim and the Contracting Party will assign such claims to the other. The non-Contracting Party agrees to pay all costs of prosecution or defense if assigned such claims and defend, indemnify and hold harmless the Contracting Party from all damages the suffered from the prosecution or defense of the claim. H. Each party reserves the right to contract independently with or without notice to the other party. I. Each Party shall bear its own costs of administering this Agreement. IN CONSIDERATION of the mutual benefit accruing herein, the Parties hereto agree that the work, as set forth herein, will be performed by the City under the terms of this Agreement. IN WITNESS WHEREOF the Parties hereto have hereunto set their hands and seals the day and year first above written. CITY_ FEDERAL WAY LAKE AV N WATER & SEWER DISTRICT ( b Jihi 1=er4il, Mayor John B man, General Manager APPROVED AS TO FORM: APPROVED AS TO FORM: J. Ryan Call, City Attorney Steven H. Pritchett, General Counsel ATTEST: �W� — Stephanie Courtney, CM City Clerk Page 7 Page 8 Exhibit A Task Order Format SERVICES AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND LAKEHAVEN UTILITY DISTRICT FOR, SERVICES, COSTS AND CONSTRUCTION RELATED TO Task Order Project Title This Task Order is issued under the Inter Local Agreement between the City of Federal Way and Lakehaven Utility District. This Task Order establishes the scope, schedule, and budget for PROJECT TITLE. The Parties agree to perform the Services in the manner set forth in this Task Order. The effective date of this Task Order is . 20 Project Description. General Description of the work to be performed. May also include definitions if helpful/appropriate. • The Scope of Work is included as Attachment 1 to this Task Order. • The Schedule is included as Attachment 2 to this Task Order. • The Cost Estimate is included as Attachment 3 to this Task Order. The authorized representatives of the parties have agreed to the terms of this Task Order by signing below. For the City For the District Signature Signature Title Title Date Date Approved as to Form: Approved as to Form: Name, City Attorney_ Name, Lakehaven Legal Counsel Page 9 Task Order Attachment 1: Scope of Work. Provide detailed information regarding City/District Services contemplated by each task order. Use "Not used"for items not included in the scope for consistency among task orders. A. Project Adrnristration. A.1. Coordination and Communication. A.2 Management and Adniinistration. A.3 Agreements. B. Design and Review. B.1. Description of responsibilities. C. Permits and Approvals. D.1. Permit Requirements. D.2. Permitting and Inspection Activities. D. Bidding and Construction. F.1. Desct pfion of responsibilities. E. Closeout F.1. Description of responsibilities. Page 10 Task Order Attachment 2: Estimated Schedule. Spreadsheet to be inserted. City of Federal Way and Page 11 Lakehaven Water&Sewer District Interlocal Agreement Task Order Attachment 3. Cost Estimate. Spreadsheet to be inserted. City of Federal Way and Page 12 Lakehaven Water&Sewer District Interlocal Agreement