17-096 - Valley View Sewer District - 42nd Avenue South Phase III Interlocal Agreement

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each party's own negligence. Each Party agrees that its obligations under this subparagraph include, but are not limited to, any claim, demand, and /or cause of action brought by, or on behalf of, any of its employees or agents. For this reason, each of the Parties, by mutual negotiation, hereby waives, with respect to the other Party only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. Further, the District shall defend, indemnify and hold the City, its officers, officials, employees and agents harmless from any and claims brought by the Contractor relating to the District Work, including but not limited to project delay claims, subject to the provisions of Section 3 herein. 7. AUDITS AND INSPECTIONS The records and documents with respect to all matters covered by this Agreement shall be subject to inspection, review or audit by the City or the District at the requesting Party's sole expense during the term of this Agreement and three (3) years after expiration or termination. Such records shall be made available for inspection during regular business hours within a reasonable time of the request. 8. JOINT BOARD /SEPARATE LEGAL ENTITY It is not intended that a separate legal entity be established to conduct this cooperative undertaking. The City shall act as administrator of this Agreement. 9. FINANCE AND BUDGET No special budget or funds are anticipated, nor shall any be created. The Parties are each responsible for their own finances in connection with this Agreement, and nothing in this Agreement shall be deemed or construed otherwise. 10. PROPERTY ACQUISITION HOLDING, AND DISPOSAL Following final payment by the District and final acceptance of the Project by the City, the sewer system improvements as depicted on Exhibit A shall become the property of the District. Upon final acceptance of the Project, the City shall transfer and assign any rights it may have under the Project contract relating to the District work to the District, including any warranty and maintenance obligations by the Contractor relating to the District work. The District's acceptance of the District work shall not constitute acceptance of any unauthorized or defective work or materials, nor a waiver of any manufacturer's, supplier's or contractor's warranties. The City shall also provide redline drawings of the District work to the District upon completion of the Project work, such redline drawings to be prepared at the District's expense. The District shall retain any rights, claims or demands the District may have against the Contractor relating to the District work under applicable statutes of limitation as a third party beneficiary under the City's contract with the Contractor. 11. DURATION: TERMINATION This Agreement shall be effective immediately after execution by both Parties, and shall W: \PW Eng \PROJECTS\A- RW & RS Projects \42nd Ave S Phase III (99410303 94 -RS03) \Design \COT - Valley View - Interlocal Agreement 42nd Ave S Final.docx -5-