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HomeMy WebLinkAboutReg 2008-06-16 Item 8 - Agreement - Reimbursement with 1st Addendum for Tukwila 205 Levee Repair with La Pianta .:J.Ni�a, wgs COUNCIL AGENDA SYNOPSIS lP y Initials ITtM 1 ►P1� tit0 1 G3 Meeting Date j Prepared by 1 Mayor's review review ki +Ds 0 6/09/08 1 JMITir Des 'a, 6/16/08 1 JF 'tm �S' 1 i u 1 1 ITEM INFORMATION CAS NUMBER: 08-073 I ORIGI�i 1AL AGENDA DATE: JUNE 16, 2008 AGENDA ITEM TITLE Agreement for Reimbursement #08 -036) with First Addendum for La Pianta LLC to construct a retaining wall as part of the Site 5 levee repair project. CATEGORY Discussion Motion Resolution Ordinance Bid Award Public Hearing Other Mtg Date Mtg Date 6/16/08 Mtg Date Mtg Date Mtg Date 1VItg Date Mtg Date: SPONSOR Council Ma Adm Svcs DCD Finance Fire Legal P&R Police PW SPONSOR'S La Pianta requested and the Corps consented to have La Pianta build the "betterment feature" SUMMARY of a retaining wall along La Pianta's property as part of the Levee Repair Project. For La Pianta to build the retaining wall, there must be an agreement between the City and La Pianta that sets forth La Pianta's responsibilities for building the retaining wall and the criteria to which it will be built. REVIEWED COW Mtg. CA &P Cmte F &S Cmte Transportation Cmte BY Utilities Cmte Arts Comm. Parks Comm. Planning Comm. DA'Z'E: Council advised of this item during Staff Reports at 6/9/08 COW Meeting. RECOMMENDATIONS: SPONSOR /ADMIN. Council approve Agreement and Mayor sign Addendum COMMITYEE COST IMPACT FUND SOURCE EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED N/A N/A Fund Source: Comments: MTG. DATE RECORD OF COUNCIL ACTION 6/09/08 Discussed issue with recommendation to forward to next Regular Council Meeting. (Item raised during Staff Reports portion of 6/9/08 COW Meeting.) 6/16/08 MTG. DATE ATTACHMENTS 6/16/08 Information Memo dated June 10, 2008 with Agreement for Reimbursement #08 -036) First Addendum INFORMATIONAL IVfEMORANDUM To: Mayor and City Council From: Public Works Director Date: June 10, 2008 Subject: Levee Repair Projects Revised Design for Site 5 Agreement for Reimbursement with First Addendum Issue: Approve Agreement for Reimbursement with First Addendum for the construction of a retaining wall as part of the Site 5 levee repair project. Discussion: Since being notified by the U.S. Army Corps of Engineers on February 5, 2008 that Tukwila's 205 Levee needed to be immediately repaired in order to retain its certification, the City, King County Flood Control Zone District, and the Corps have diligently worked to create a design that would minimize the impact to the abutting property owners. The paramount criteria however has been to provide for: 1. Public safety; 2. Maintain levee certification; 3. Solutions that eliminate or correct factors that have caused or contributed to the problem; 4. Levee maintenance needs; and 5. Environmental considerations. On May 22, 2008 La Pianta approached the U.S. Army Corps of Engineers to revise the design to include the building of a retaining wall. If the retaining wall were included, Mr. Segale committed to pay for all costs associated with the construction of the retaining wall, provide without cost to the City or King County all easements needed to repair the levee, including a flood protection easement, an access road easement to travel over Segale Drive A, a temporary work area easement, and an easement for permanent access to the levee. The Corps agreed to revise the design in light of these commitments from La Pianta. However, the Corps considers the retaining wall along the property owned by La Pianta to be a "betterment feature" because it increases the cost of the project without a commensurate public benefit or strengthened levee. To add the retaining wall requires the City, as the levee sponsor, to sign a Cooperation Agreement with the Corps wherein the City formally requests the addition of the retaining wall and commits to pay for all additional costs associated with the revised design. The Corps placed a deadline of May 30, 2008 for the Cooperative Agreement to be signed. 1 On May 27, 2008, the City Council authorized the Mayor to enter into the Cooperation Agreement if four conditions were met, including an agreement between the City and La Pianta for the reimbursement of all costs associated with the design and construction of the retaining wall. All four conditions were met by the May 30 deadline and the Cooperation Agreement with the Corps was signed on June 3, 2008. La Pianta has now requested permission to construct the retaining wall in lieu of having the Corps' contractor do the work. If La Pianta were to construct the retaining wall, La Pianta would possibly realize a cost savings and the Site 5 Levee Repair Project could begin approximately 2 weeks earlier. Beginning the repair project sooner allows for more time to make the repairs before the fall rainy season starts. The Corps has consented to allow La Pianta to construct the levee retaining wall. However, it requires the City, as the local sponsor, to manage the construction effort, inspect the work, and ensure the work complies with the Corps' design and specifications. In order to meet these requirements, there must be a formal agreement between the City and La Pianta. Exhibit 1 is the agreement between the City and La Pianta for reimbursement of all costs associated with the design and construction of the retaining wall. It is proposed that the Reimbursement Agreement be modified to include an Addendum, Exhibit 2, for the construction of the retaining wall by La Pianta. In order to minimize the risk to the City, special care has been taken in the Addendum to identify La Pianta's responsibilities for building the retaining wall and the criteria to which it will be built. The following items have been included: Scope of Work Design, Specifications, Codes, and Standards Quality Control/Quality Assurance Requirements Coordination of Contractors Submittals Cost to the Parties Construction Timeframes 2 -Year Guarantee Period Indemnification Recommendation Council approves the Agreement for Reimbursement with First Addendum and authorizes the Mayor to sign the Addendum. Exhibits: 1. Reimbursement Agreement 2. First Addendum for the Construction of the Retaining Wall 2 off,- C3 Cd AGREEMENT FOR REIMBURSEMENT THIS AGREEMENT FOR REIMBURSEMENT "Agreement dated for reference purposes as of the 3b of rn A■1 2008, is by and between LA PIANTA LLC, a Washington limited liability corporation "La Pianta and the CITY OF TUKWILA, a Washington municipal corporation "City RECITALS A. Flood Protection Project 1. The Levee The U.S. Army Corps of Engineers "The Corps previously constructed a levee "The Levee along the west bank of the Green River with the City. Pursuant to a previously granted easement for flood control, a portion of the Levee is located on property owned by La Pianta. 2. Levee Repair The Levee was damaged during a storm, and the Corps has directed that certain repairs and modifications be made immediately to the Levee in order to maintain the Levee's federal certification, as well as to protect adjacent property owners and the public from flooding "Levee Repair Project Pursuant to a "Local Cooperation Agreement" between the "Local Sponsor" (here, the City) and the Corps, the Corps has designed and will construct the Levee Repair Project, with its costs to be borne by the United States. The Levee Repair Project, as depicted in the Corps' Design PL 84 -99 Levee Rehabilitation Tukwila 205: Sites 3 and 5, Green River Sheets 1 through 16 dated April 8, 2008 (the "Original Design consists of relocating and reconstructing the Levee further landward, away from the Green River. 3. Levee Repair Design The project design depicted in the Original Design is based in part on a federal mandate that requires that the design be the most cost effective. Design elements that exceed the federal minimum standards for a cost effective design are deemed by the Corps to be "betterments," which the Corps will construct only if paid for by the "Public Sponsor." 4. Property Required for Levee Repairs The Local Cooperation Agreement requires that the City obtain and provide to the Corps all lands, easements, and rights -of -way determined by the Government to be necessary for construction, operation, and maintenance of the Levee Repair Project. For the Levee Repair Project, the City must obtain a flood protection easement, accompanying access easements, C:\Documents and Settings \jpawlicki.SEGALEBP\Local Settings \Temporary Internet Files \OLK 150\Final Version 1 for Reimbursement (4)1 (2).DOC and temporary construction area easements from multiple property owners along the Green River, including La Pianta. B. City Property Acquisition The City has sought to acquire the easements required by the Corps from La Pianta. When La Pianta declined to provide the requested easements, the City filed a Petition for Condemnation and Eminent Domain against La Pianta and others under King County Superior Court Cause No. 08 -2- 16966 -9 KNT to acquire those easements over certain tracts of land, including certain tracts of land owned by La Pianta (the "Condemnation Action C. La Pianta Preferred Design La Pianta prefers that the Corps modify the Original Design and substitute construction of a vertical wall in lieu of simply relocating the existing Levee, along with a 2:1 backslope. La Pianta seeks to redevelop its property and, accordingly, desires to retain use of its land by reducing the size of the Levee Repair Project's footprint. D. Corps -City Cooperation Agreement Any modification to the Corps' Original Design will be governed by a Cooperation Agreement entered into, or to be entered into, between the Corps and the City. That agreement expressly provides that "the Public Sponsor shall be solely responsible for any increases in costs resulting from betterments and all such increased costs will be paid in advance by the Public Sponsor Because the addition of the Levee Wall would, in the view of the Corps, constitute a "betterment," the Corps will alter the original Levee Repair Project design only if the difference in total project costs (including environmental review, design, and construction) is paid for by the City. In view of the increased property value and redevelopment opportunities afforded by the Levee Wall as compared to the Corps' original design of the Levee Repair Project, La Pianta desires the City to request that the Corps redesign and construct the Levee Repair Project to include La Pianta's preferred Levee Wall and enter into a Corps -City Cooperation Agreement. The City desires that La Pianta commit to reimburse the City for all costs paid by the City to the Corps as a result of the change from the Corps' original Levee Repair Project design to La Pianta's preferred Levee Wall design, that La Pianta provide the necessary easements to the City at no cost, and meet other obligations. Now therefore, for good and valuable consideration, and receipt and sufficiency of which are acknowledged, the parties agree as follows: C:\Documents and Settings \jpawlicki.SEGALEBP\Local SettingslTemporary Internet Files\OLK150\Final Version2 for Reimbursement (4)_1 (2).DOC AGREEMENT 1. Redesign of the Levee Repair Project Upon full execution of this Agreement and receipt of the deposit required by Section 3.a below, the City will request in writing that the Corps modify the design of the Levee Repair Project to include the Levee Wall on La Pianta's property. The City's letter will request that the Levee Wall be constructed as an extension of the retaining wall shown in the Original Designs on Site Plan 2, Plate Number C -103, Sheet 5 of 16, dated April 8, 2008, and that the Levee Wall be constructed from approximately Station 8 +50 southward to the south terminus of the Site 5 levee repair project. 2. Corps -City Cooperation Agreement The City will execute the Corps -City Cooperation Agreement in the form required by the Corps to permit construction of the Levee Repair Project. Note: Article I- Definitions and General Provisions, Paragraph A states, "Site 5 also includes a betterment feature consisting of approximately 855 linear feet of retaining wall in place of a landward side levee prism." Further, Article IV Method of Payment, Paragraph A states, "Rehabilitation Effort costs are currently estimated to be $1,359,000 and the Public Sponsor's "City share (cash and services in kind) of the total Rehabilitation Effort costs is currently estimated to be $0.00. The Public Sponsor is 100% responsible for the betterment costs currently estimated to be $650,000." 3. Method of Payment La Pianta shall reimburse the City for any and all City payments made under the Cooperation Agreement, including without limitation all deposits, cash contributions, and/or cash or other payments made for the costs of any betterments to the Rehabilitation Effort and/or to satisfy any financial obligations set forth in Article ILC, II.G, and Article IV of the Cooperation Agreement. La Pianta shall reimburse the City as follows: a. La Pianta shall pay a deposit by a certified check payable to the City in the amount of Six Hundred Fifty Thousand Dollars ($650,000.00), or the amount specified in Article IV A of the Corps -City Cooperation Agreement, whichever is greater, within five (5) calendar days of execution of this Agreement. b. Should the Corps request additional payments from the City after payment of the initial deposit specified in Article IV A, La Pianta shall reimburse the City by delivery of a certified check to the City in the amount requested by the Corps, within five (5) calendar days of notice by the City. c. In the event that any funds advanced by La Pianta as a deposit are greater than the total of charges imposed by the Corps on the City under the Corps -City Cooperation Agreement (the "Final Cost then the City shall reimburse the difference to La Pianta, without C:\Documents and Settings \jpawlicki.SEGALEBP\Local Settings \Temporary Internet Files \OLK150\Final Version3 for Reimbursement (4)_1 (2).DOC interest, within ten (10) calendar days of receipt of the Final Cost from the Corps. For example, in the event that La Pianta elects to construct the Levee Wall to the Corps' specifications, and the Corps accepts the Levee Wall as so constructed and charges the City an amount less than the amounts paid by La Pianta pursuant to this Section, then upon request made by La Pianta, the City will refund to La Pianta all sums paid by La Pianta to the City that the City is not required to remit to the Corps under the terms of the Corps City Cooperation Agreement, less any costs incurred by the City for construction management of the Levee Wall. d. If the Final Cost is greater than the amount advanced by La Pianta, then La Pianta shall pay the difference to the City by certified check within five (5) calendar days of notice from the City. 4. Dismissal of La Pianta from Condemnation Action Within ten (10) days of La Pianta's execution and delivery to the City of this Agreement, receipt of signed easements in the form approved by the Corps, and receipt by the City of King County Flood Control Zone District's written acceptance of the maintenance responsibility and all costs associated therewith for the Levee Wall, the City shall dismiss La Pianta from the Condemnation Action. 5. No Design Precedent The inclusion of the Levee Wall in the Site 5 Levee Repair Project scope of work shall not establish, and shall not be cited by La Pianta as evidence of, a design precedent for any future maintenance, repair, or new levee construction projects. 6. Cooperation The parties shall cooperate in good faith with each other, and with their respective employees, contractors and agents, to effect this Agreement 7. Other Agreements 7.1 Time of the Essence. Time is of the essence of this Agreement and of every provision hereof. 7.2 Entire Agreement. This Agreement represents the entire agreement of the parties with respect to its subject matter. There are no other agreements, oral or written, with respect to that subject matter except as expressly set forth in this Agreement, and this Agreement supersedes all previous agreements, oral or written. 8. Remedies If La Pianta fails to timely pay the deposit to the City as required by Section 3.a., the City may request that the Corps proceed with the Levee Repair Project as depicted in the Corps' C:\Documents and Settings \jpawlicki.SEGALEBP\Local Settings \Temporary Internet Files \OLK150 \Final Version4 for Reimbursement (4)_I (2).DOC Original Designs. The parties agree that damages are not an adequate remedy for breach of any other provision of this agreement, and that the City is entitled to seek specific performance of this Agreement in such an event. The parties have caused this Agreement to be executed effective as of the day and year set forth on the first page above. LA PIANTA LLC, a Washington limited Liability Corporation By: Metro Land Developme Inc., Its Manager By: Name: Mark A. 'yeg. e Its: Vice Preside t CITY OF TUKWILA, a Washington municipal corporation By: h Jim :erton, Its •r C:\Documents and Settings \jpawlicki.SEGALEBP\Local Settings \Temporary Internet Files \OLK150\Final Versions for Reimbursement (4)_1(2).DOC FIRST ADDENDUM TO AGREEMENT FOR REIMBURSEMENT THIS FIRST ADDENDUM TO AGREEMENT FOR REIMBURSEMENT "First Addendum dated for reference purposes as the day of 2008, is by and between LA PIANTA LLC, a Washington limited liability corporation "La Pianta and the CITY OF TUKWILA, a Washington municipal corporation "CITY RECITALS A. The City and La Pianta previously executed an Agreement for Reimbursement pertaining to the U.S. Army Corps of Engineers' "The Corps Levee Repair Project for Tukwila 205, Sites 3 and 5. B. The Agreement for Reimbursement provides for, inter alia, the City to enter into a Cooperation Agreement with the Corps, pursuant to which the City as "Public Sponsor" would request that the Levee Repair Project include a "betteiluent" in the font' of a levee retaining wall "Levee Wall along property owned by La Pianta. C. The Agreement for Reimbursement also provides for inter alia, La Pianta to reimburse the City for any and all City payments made under the City's Cooperation Agreement with the Corps. D. La Pianta believes that construction of the Levee Wall will be less expensive, and that therefore the reimbursement obligations to the City will be less, if La Pianta constructs the Levee Wall rather than the Corps. E. Under the teuus of the Cooperation Agreement, the City is responsible for future operation and maintenance of the levee. F. In consideration for the Corps' consent to allow La Pianta to construct the Levee Wall, and the opportunity to realize cost savings that La Pianta believes its own construction will provide, La Pianta is willing to enter into an addendum to the Reimbursement Agreement, set forth below, concerning the costs of and directives by a construction manager to be retained by the City, as well as the potential liability that may arise by virtue of construction of the Levee Wall. The City is also willing to enter into such an Addendum so long as the City is not responsible for additional costs or liability resulting from La Pianta's construction of the Levee Wall rather than the Corps'. Now therefore, for good and valuable consideration, and receipt and sufficiency of which are acknowledged, the parties agree that the Reimbursement Agreement is amended by addition of the following provisions: H:\Levee Repair Project\Final First Addendum.doc 1 Eriva 2 ADDENDUM TO AGREEMENT 1. Scope of Work If the Corps consents and La Pianta elects to construct the Levee Wall, La Pianta shall construct the Levee Wall from approximately Station 8 +50 southward to the south terminus of the Site 5 levee repair project. The work shall include, but not limited to: a. Site /Subgrade Preparation b. Concrete Formwork c. Reinforcing Steel d. Concrete 2. Design, Specifications, Codes, and Standards If the Corps consents and La Pianta elects to construct the Levee Wall, La Pianta shall do so in accordance with the requirements of the design drawings and specifications and all applicable codes and standards including, but not limited to the applicable provisions of: a. U.S. Army Corps of Engineers Design PL 84 -99 Levee Rehabilitation Tukwila 205: Sites 3 5, Green River dated June 4, 2008. Exhibit A. b. U.S. Army Corps of Engineers Tukwila Levee Repair Special Provisions, including the following (Exhibit B): 1) Specification Section 01000 2) Specification Section 01160 3) Specification Section 01355 4) Specification Section 01561 5) Specification Section 01563 6) Specification Section 01565 c. WSDOT /APWA "Standard Specifications for Road, Bridge, and Municipal Construction" Latest Edition, Divisions 1 -9. d. King County Washington Road Standards, Latest Edition. e. Quality Control/Quality Assurance Plan Tukwila 205 Concrete Retaining Wall. Exhibit C. 3. Retention of a Construction Manager and Project Inspector Using its normal procedures, and applying its normal bid criteria for cost, the City will hire a consultant firm "Construction Manager to fulfill the City's construction management obligations under the Cooperation Agreement with the Corps of Engineers "Construction Management Services Through the Construction Manager, the City will follow the Quality Control/Quality Assurance Plan Tukwila 205 Concrete Retaining Wall. H:\Levee Repair Project\Final First Addendum.doc 2 4. Quality Control/Quality Assurance Requirements If La Pianta elects to construct the Levee Wall, La Pianta shall be responsible for controlling and documenting construction quality control/quality assurance activities to assure that the completed Levee Wall project meets the requirements of the design, "Quality Control/Quality Assurance Plan Tukwila 205 Concrete Retaining Wall and all applicable specifications, codes, and standards. Specific responsibilities and requirements include, but are not limited to: a. Laying out work to ensure that the wall elevations and alignment comply with the contract drawings. La Pianta shall retain a Washington State registered surveyor to lay out and stake the work. The surveyor shall provide copies of all survey records to the Construction Manager. b. Documentation of quality assurance quality control. La Pianta shall prepare and provide to the City's construction manager a daily, written quality assurance quality control report "QA/QC Report The QA/QC Report shall be submitted to the City's Construction Manager within 24 -hours after the date covered by the report. A copy of a sample report is included as part of the QA/QC Plan, Exhibit C. The QA/QC Report shall comply with the Quality Control/Quality Assurance Plan Tukwila 205 Concrete Retaining Wall (Exhibit C). c. Performance of required construction and materials testing. La Pianta shall retain the services of a qualified materials testing lab for such tests as compaction, backfill gradation, concrete compressive strength, concrete air entrainment, concrete slump, etc. La Pianta shall document all materials and construction test results and provide them to the City's Construction Manager as an attachment to the Daily QA/QC Report. A list of qualified labs is provided at Exhibit D. d. Provision for public safety, traffic control, and site access control during construction. La Pianta shall ensure that construction is executed in a safe manner and in accordance with applicable OSHA and other safety standards. e. Implementation of Best Management Practices. La Pianta shall implement all Best Management Practices and associated erosion and run -off control measures as required by and in accordance with WSDOT Standard Specification Section 8- 01.3(10) and the current King County Storm Water Manual. f. Documentation of construction progress. La Pianta shall take or cause to be taken daily photos documenting construction progress. Photos shall be digital JPEG format. La Pianta shall provide copies of daily construction progress photos to the City's Construction Manager daily as an attachment to La Pianta's Daily QA/QC Report. 5. Coordination of Contractors Due to the fact that a length of the Levee Wall and associated water -side features are being built by the U.S. Army Corps of Engineers' contractor, and La Pianta is H:\Levee Repair Project\Final First Addendum.doc 3 building the remaining length of the Levee Wall, La Pianta shall ensure that it and the Corps' contractor coordinate and communicate in advance and continuously during construction to determine the requirements, construction features, and schedule coordination that will need to be addressed in order to insure a smooth and effective construction effort. La Pianta shall convene a coordination meeting between it, the Corp's construction contractor, the City and its Construction Manager, and the Corps prior to construction to discuss the details of how the section being built by La Pianta shall be terminated and prepared for "tie in" by the follow -on Corps of Engineers' contractor and the wall's finish such that there is an even and consistent surface. The meeting shall also address the coordination of construction scheduling, completion date requirements, the two contractors' areas of work, construction area access, and coordination required to complete the overall project in 2008. More coordination meetings may be initiated by the City or the Corps as necessary. 6. Submittals La Pianta shall be required to submit the following documentation to the City's Construction Manager. The list is not to be considered all inclusive of all submittals that are required. a. Offsite Disposal Plan b. Compaction Testing Plan c. Borrow Site Testing Reports d. Compaction Testing Reports e. Design analysis and calculations for form design, including methodology of design. See WSDOT Standard Specifications Section 6- 02.3(16). f. Form materials, including manufacturer's data, literature describing form materials, accessories, and releasing agents. g. Founwork drawings, including details, dimensions, joints, supports, studding/shoring, and sequence of removal. h. Concrete Reinforcement System Detail drawings showing reinforcing steel placement, schedules, sizes, grades, and splicing/bending details. i. Reinforcing Steel Certified copies of mill reports attesting that reinforcing steel furnished meets the requirements of the contract specifications. j. Concrete Mix Design k. Methods for Conveying and Placing Concrete. 1. Data Manufacturer's literature for: o Air- Entraining Admixture o Accelerating Admixture o Water Reducing or Retarding Admixture o Curing Materials o Expansion Joint Filler Strips o Joint Sealants o Waterstops o Backer rod m. Aggregate certification and test reports H:\Levee Repair Project\Final First Addendum.doc 4 n. Concrete Materials o. Progress Schedule and weekly look -ahead schedules. See WSDOT Standard Specifications Section 1 -08.3 and Section 1- 08.3(2)D. 7. Costs to the Parties In addition to its reimbursement obligations set forth in Section 3 of the Reimbursement Agreement, La Pianta shall be responsible for all costs associated with its own construction of the Levee Wall, and shall reimburse the City for all costs incurred by the City for Construction Management Services. 8. Construction Timeframes The Corps has established a completion date of August 1, 2008 for the Levee Wall, to include the forms being stripped from the retaining wall; however, the concrete does not need to be fully cured. La Pianta has requested a completion date of August 15, 2008. If the Corps consents and La Pianta elects to extend the completion date to August 15, 2008, La Pianta shall comply with the following conditions: a. La Pianta shall construct the wall starting at the southern end and proceed north. b. La Pianta shall strip and remove all forms from the entire Levee Wall no later than August 15, 2008. c. When constructing the Levee Wall, La Pianta shall achieve the required 4,000 psi minimum compressive strength on all concrete by August 15, 2008. d. In the event that La Pianta does not accomplish the work by August 15, 2008 and the Corps' contractor incurs additional costs as a result of La Pianta's delay, La Pianta shall be responsible for paying all such additional costs. La Pianta's deposit and all other payments required from La Pianta under the Reimbursement Agreement Section Method of Payment shall be used to pay for the additional costs. 9. Two -Year Guarantee Period La Pianta shall be responsible for correcting all City identified defects in workmanship and material for a period of two (2) years after Final Acceptance, as defined in WSDOT Standard Specification Section 1- 05.12, of the Levee Wall. La Pianta shall start work to remedy such defects within 7 calendar days of written notice of discovery thereof by the City and shall complete such work within the time stated in the notice. In emergencies, where damage may result from delay or where loss of service may result, such corrections may be made by the City or King County Flood Control Zone District, in which case the cost shall be borne by La Pianta. In the event La Pianta does not accomplish the corrections in the time specified, the work will be otherwise accomplished and the cost of same shall be paid by La Pianta within 7 calendar days of written notification. H:\Levee Repair Project\Final First Addendum.doc 5 This two -year guarantee period shall be in addition to all responsibilities and requirements of La Pianta under the law and this Agreement, and shall not be construed to limit the statutes of limitations or repose in any way. 10. Indemnification La Pianta shall indemnify, defend and hold the City harmless from all damages arising from the construction of the Levee Wall, except for damages due to the sole fault or negligence of the City or the City's Construction Manager. Should a court of competent jurisdiction determine that RCW 4.24.115 applies; the indemnification set forth herein shall be valid and enforceable only to the extent of La Pianta's negligence. Solely for the purposes of enforcement of this Agreement, La Pianta hereby waives its immunity under industrial insurance, Title 51 RCW. The parties mutually negotiated this waiver. 11. Termination or Suspension If at any time, (1) the Corps terminates the Cooperation Agreement, or (2) the Corps instructs La Pianta to cease construction of the Levee Wall, or (3) La Pianta fails to carry out its obligations under this Reimbursement Agreement or the First or any other Addendum thereto after notice and a reasonable opportunity to cure, then the City may terminate or suspend La Pianta's work on the construction of the Levee Wall, unless the Corps determines that continuation of work on the Levee Wall is in the interest of the Corps or is necessary in order to satisfy agreements between the City and the Corps or any other interests in connection with the Levee Repair Project. For purposes of this Section, "notice" shall mean three (3) business days, except in the event of an emergency, in which case the City may require the cure immediately. "Reasonable opportunity to cure" shall include completion within the construction schedule determined by the Corps. However, deferral of future performance under the Reimbursement Agreement or any Addendum thereto shall not affect existing obligations or relieve the parties of liability for any obligation previously incurred. Should the Corps decide that the Corps shall continue to construct the Levee Wall, La Pianta's deposit and all other payments required from La Pianta under the Reimbursement Agreement Section Method of Payment shall be used to pay for the costs of construction. In the event either party elects to terminate this Amendment pursuant to this paragraph, both parties shall conclude their activities relating to the construction of the retaining wall and proceed to a final accounting in accordance with Agreement Section 3 Method of Payment. 12. Exhibits A. U.S. Army Corps of Engineers Design PL 84 -99 Levee Rehabilitation Tukwila 205: Sites 3 5, Green River dated June 4, 2008 H:\Levee Repair Project\Final First Addendum.doc 6 B. U.S. Army Corps of Engineers Tukwila Levee Repair Special Provisions C. Quality Control/Quality Assurance Plan Tukwila 205 Concrete Retaining Wall D. List of Qualified Testing Labs 13. Reimbursement Agreement Obligations Not Affected Except for the addition of the sections of this First Addendum, nothing in this First Addendum shall be deemed to affect, amend, or modify the obligations set forth in the Reimbursement Agreement, which is hereby ratified by the parties. The parties have caused this First Addendum to be executed effective as of the day and year set forth on the first page above. LA PIANTA LLC A Washington limited Liability Corporation By: Metro Land Development, Inc. Its Manager By: Name: Mark A. Segale Its: Vice President CITY OF TUKWILA, A Washington municipal corporation By: Name: Jim Haggerton, Mayor H:\Levee Repair Project\Final First Addendum.doc 7