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HomeMy WebLinkAboutCOW 2005-03-28 Item 5C.1 - Interlocal Agreements - King County Water District #125 and Val Vue Sewer District C UNCIL A GENDfl SvNoPsIs [c ITEM NO. -Ot Q A 'm' I Itileeting Date 1 Prepared by 1 Mayor's review Council review k1'�` 1 3/28/05 BG I 1 3 1, I c. isos 1 I 1 1 1 1 I 1 ITEM INFORMATION I CAS NUMBER: 05-048 I ORIGINAL AGENDA DATE: MARCH 28, 2005 AGENDA ITEM TITLE Two Interlocal Agreements with Water District 125 and Val Vue Sewer District for the Cascade View Drainage Improvement Project CAILGORY Discussion Motion Resolution Ordinance Bid Award Public Hearing Other Mtg Date Mtg Date Mtg Date Mtg Date Mtg Date Mtg Date Mtg Date: 3/28/05 SPONSOR Council Mayor Adm Svcs DCD Finance Fire Legal P&.R Police El PTV SPONSOR'S The two separate Interlocal Agreements with Water District 125 and Val Vue Sewer SUMMARY District will allow the City to construct utility upgrades as one City administered project for the Cascade View Drainage Improvement Project. These agreements allow the Utility Districts to not construct their upgrades if unfavorable bids are received but still requires the Utility to reimburse the City for costs incurred to date and requires them to construct their improvements without causing delay to the City project. REVIEWED BY COW Mtg. CA &P Cmte F &S Cmte Transportation Cmte Utilities Cmte Arts Comm. Parks Comm. Planning Comm. DATE: 3/22/05 RECOMMENDATIONS: SPoNsoR /ADMN. Authorize Mayor to sign agreements with WD 125 and Val Vue Sewer District. C0MMIrI E Forward to COW and then Regular with approval. COST IMPACT FUND SOURCE EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED 0.00 $0.00 Fund Source: 412 Surface Water (page 121, 2005 CIP) Comments: 1 MTG. DATE RECORD OF COUNCIL ACTION 1 3/28/05 MTG. DATE ATTACHMENTS 3/28/05 Information Memo dated March 16, 2005 Water District 125 Interlocal Agreement Val Vue Sewer District Interlocal Agreement Utilities Committee Meeting Minutes from March 22, 2005 INFORMATION MEMO To: Mayor Mullet Public W orIes Director~ March 16, 2005 Cascade View Drainaee Improvement Proiect Project No. OO-DR06 Interlocal Agreements - Water District 125 and Val Vue Sewer District From: Date: Subject: ISSUE Approve two separate Interlocal Agreements with Water District 125 and Val Vue Sewer District to construct utility upgrades as part of the Cascade View Drainage Improvement project. BACKGROUND The design of this project is now complete and ready for construction. This project will construct approximately 8,500 linear feet of street and drainage improvements within City right-of-ways in the Cascade View neighborhood. Water District 125 and Val Vue Sewer District are planning upgrades to their systems within the project limits and would like to incorporate their upgrades as part of the City project to reduce costs and construction impacts. ANALYSIS Water District 125's and Val Vue's planned utility upgrades can either be constructed concurrently or after the Cascade View Drainage Improvement project is complete. If constructed concurrently with the City project, temporary pavement restoration will be required and possible delays may occur to the City project. If the planned utility upgrades are constructed following the City improvements, then no work could take place for a period of three years and extensive pavement restoration would be required. Jt is mutually beneficial to the City, the residents within the project limits, Water District 125 and Val Vue to construct the City and utility project as one City administered project with reimbursement from the utilities for their improvements. Two Interlocal Agreements have been prepared by the City's consultant, approved by Water District 125 and Val Vue Sewer District, and reviewed by the City Attorney's Office to formalize each party's responsibilities. These agreements allow the Utility Districts to not construct their upgrades under the City project if unfavorable bids are received but still requires the Utility to reimburse the City for costs incurred to date and requires them to construct their improvements without causing delay to the City project. RECOMMENDATION Authorize the Mayor to sign the two Interlocal Agreements with Water District 125 and Val Vue Sewer District. RL:ad attachments: Water District 125 Interlocal Agreement VaI Vue Sewer District InterlocaI Agreement file: OO-DR06.5 ~ProjeaslA. DR Projects\OODRD6\I)es;gnUnfo Memo~) .. IN'fERLOCAL AGREEMENT BETIVEEN CITY.OF TUK'''ILA AND \" ATER DISTRICT 125 REGARDING CONSTRUCTION OF \V ATER IMPROVEMENTS IN CONJUNCTION WITH THE CASCADE VIEW IMPROVEMENT PROJECT THIS AGREEMENT is entered into between the CITY OF TUKWILA, a Washington municipal corporation ("City"), and Water District 125 , a Washington municipal corporation ("Water District 125" or "District")(individually a "Party" and collectively the "Parties"). RECITALS VlHEREAS, the City is making right-of-way improvements ("City Work") to Cascade View Neighborhood; and ........-' WHEREAS, Water District 125 has requested that certain water improvements ("District Work") be constructed in conjunction with the City Work; and WHEREAS, the Parties recognize the efficiencies of combining the City Work and the District Work into one construction project (the "Project" or "Project Work") whereby the right- of-way pavement will be disturbed only once. NOW THEREFORE, in consideration ofthe tenns and conditions contained herein, the Parties agree as follows: AGREEMENT 1. SCOPE OF WORK The City will advertise for bids and enter into a contract with a contractor for the construction of the District \V ork as described and depicted on the Bid Documents dated February 2005 for the Cascade View Improvement Project. 2. RESPONSIBILITIES OF THE PARTIES A. WATER DISTRICT 125 1) Water District 125 shall provide to the City engineered drawings, specifications, construction standards, quantities, and cost estimates for the District Work. The drawings shall show in detail the location, quantity, and size of the piping, meters, hydrants, and valve boxes. 2) Water District 125 shall review the portion of the Project's fmal drawings and specifications for the District Work and shall approve or reject those drawings and specifications within seven days of receipt. C\DOCUME-l \irnilne\LOCALS-l \Ternp\FINAL W-l.DOCP:'PROJECTS'. \ DR Pmjee\5'OOdr06 (Cascilde Vie....) WD 125/.greerncHLD8C 358829/00081315499.0116ifvOI !.DOC (31910~) -1- ~ 3) Water District 125 will provide the inspection services needed for overseeing the proper installation of the District Work. Water District 125's inspector will coordinate with the City's inspector, and the City's inspector will give all direction to the contractor. 4) Water District 125 will notify its customers of the Project, perform any water system shut downs necessary for the District Work, and notify its customers of any scheduled water service interruptions related to the Project. 5) Water District 125 will provide any new water meters required for its existing connections at no cost to the City or its contractor. 6) Water District 125 will provide all water permits required for its existing connections at no cost to the City or its contractor. 7) Water District 125 shall maintain continued coordination with the City regarding the performance of the District \\l ork. This coordination shall include but not be limited to the following: a. Water District 125 will attend the Project bid openrng and pre-construction meeting. b. City will provide Water District 125 a copy of the Contractor's proposed work schedule showing date, location and extent of work to be performed. This schedule will be subject to change at any time. c. Water District 125 will attend weekly construction meetings. d. Water District 125 \vill be given no less than five (5) days \vritten notice that City's Contractor is beginning construction of the water facilities. B. CITY 1. The City will incorporate v>,' ater District 125' s design for the District Work into the Project construction contract documents. The City will advertise for bids, evaluate bids, and award a construction contract for the Project ("Project Contract") to the lowest responsible bidder (the "Contractor"). The City shall administer the Project Contract and monitor the Contractor's activities. 2. The City will be responsible for providing all traffic control associated with the construction of the District Work. 3. The City shall require the Contractor to install and perform the District \\lork in accordance with the Project's final plans and Water District 125's standards and specifications. 4. The City will provide all flagging and traffic control, including Uniformed Officers when required, for the District Work. 5. The City will provide Water District 125 with not less than five (5) working days \vritten notice prior to the start of water construction to allow Water District 125's scheduling of the on-site Inspector. 6. City will schedule and attend weekly construction meetings with the City's Contractor, Water District 125, and other franchise utilities involved in the Project. C:\DOCUME-l\imilne\LOCAL<;-l\Temp\FINAL W-l.DOCP:\PROJECTS'"\ DR Projects'.OOdf06 (Cascadc Vic....}'.'ND I 25.^.g.-eemcHt.DOC 35882910008/315499.01 16rjv01 I.DOe (3I9I05Y8/(h5) -2- ;. 3. COST ALLOCATION The City has no responsibility for costs related to the District Work. The costs shovm on this exhibit are estimates only. The fmal breakdown of costs will be based on the actual lump sum bid price on the "Water System Improvements" schedule included in the City Bid Documents, as adjusted by construction change orders. Water District 125 will also be responsible for the following City's costs: A. Water Facility Installation. Water District 125 agrees to pay the actual cost that the City incurs for constructing the District Work including excavation costs. B. Adjustments and Relocations. Water District 125 agrees to pay the actual costs the City incurs for adjustments and relocations of \vater service lines, meter boxes, and valve boxes throughout the Project limits as reasonably required to match grades or avoid conflicts with proposed City improvements. C. Consultant Costs. Water District 125 agrees to pay the actual cost that the City incurs, including consultant costs, for incorporating the District Work into the Project's construction contract documents and the City's cost for construction management and inspection coordination for the District Vv ork. D. Additional Expenses. Water District 125 agrees to pay any additional expenses incurred in installing the District Work due to any over excavation required or any other unforeseen conditions related to the District \Vork which reasonably require additional work and expense, including any additional trench width or depth attributable to errors in Water District l25's design or conflicts not accounted for in Water District l25's design. Any changes to the District Work perceived as necessary by the Contractor and any change orders therefore must be approved in writing by Water District 125 in advance of such changes to the District Work and any change orders related thereto. E. Claims by Contractor. Water District 125 agrees to pay any claims made by the Contractor relating to the District Work that are valid and proximately caused by Water District 125; provided, Water District 125 at its sole expense shall have the right to defend any claims made by the Contractor relating to the District Work if Water District 125 detennines all or any part of the claim is not valid. These claims may include delays caused by installing the District Work, delays caused by Water District 125 providing meters, or any other conflicts between the Contractor and Water District 125. Any such claims must comply with the definition and procedure regarding claims in the Project contract and must be verifiable or substantiated claims and be subject to binding arbitration. F. Invoice. Water District 125 agrees to pay the City \\rithin forty-five (45) days of receiving a correct invoice by the City for amounts that the City has been invoiced by the C:\DOCUME-l iimilne\LOCALS-l iTemp\FINAL W 1.DOCP:\PROJECTS'A. DR Proje.eis'.oOdF06 (Casea6e Vie .,}\'.'lD 125!.gre~ffieAt.DOC 358829100081315499. 01 16rjv01 !.DOC (3/9/o~) -3- Contractor for work that has been completed by the Contractor and approved by Water District 125 and which Water District 125 has agreed to pay under this Agreement. G. Defective or Unauthorized Work. Pursuant to the Project Contract between the City and Contractor, Water District 125 reserves the right to withhold payment from the City for any defective, incomplete or unauthorized work perfonned by the Contractor; provided, Water District 125 shall notify the City of its claim of defective, incomplete or unauthorized work prior to the City making payment to the Contractor for such work. For all work which is detennined by Water District 125 to be defective, incomplete or unauthorized after the City has paid the Contractor for such work, Water District 125 shall pay the City for such work provided that Water District 125 shall not waive any rights in doing so and any claims regarding the work shall be addressed as a claim against the Contractor by Water District 125. If a defect in the District Work is identified during the one-year warranty period, the City will enforce the warranty provisions of the Contract on behalf of Water District 125. Defective, incomplete or unauthorized work includes, without limitation: work and materials that do not confonn to the requirements of this Agreement, and extra work and materials furnished without Water District 125's written approval. If for any reason it is necessary to satisfactorily complete any portion of the work, Water District 125 may complete the work using its own means and the Contractor shall be liable to Water District 125 for any additional costs incurred by Water District 125. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the Parties beyond the price for the District Work included in the Contractor's bid accepted by the City. Water District 125 further reserves the right to offset the cost to complete the work, including any additional costs, from any and all amounts due or to become due the Contractor. H. Final Acceptance. The City shall provide Water District 125 with written notice of completion of the District Work. The District inspector shall perfonn final inspection of the District \Vork. The District shall, within forty-eight (48) hours of its final inspection, provide to the City written final acceptance of the District Work, or, alternatively, provide an itemized and detailed response why final acceptance of the District Work cannot be given. If the District fails to respond to the City within forty-eight hours, the District shall be deemed to have given final acceptance of the District Work. Upon final acceptance of the District Work, the City shall assign its rights under the Project Contract relating to the District Work to the District, including any warranties and maintenance obligations by and from the City's Contractor arising out of the Project Contract for the District Work. The City shall also require the City's Contractor, as a condition of the Project contract, to provide a maintenance bond at the District's cost to insure that the District Work is free from defects in workmanship and materials for a period of one (1) year following final acceptance ofthe Project Work by the City. I. As-Built Drawings. The City shall provide the District v-lith "as built" drawings for the District Work within thirty (30) days following the City's [mal acceptance of the Project Work. J. Final Payment/Waiver of Claims. The making of final payment by the Parties shall constitute a waiver of claims by the Contractor, except those previously and properly C:\DOCUME-l \imiJne\LOCALS-l iTemp\FINALW-l.DOCP:\PROJECTS\A DR PT0je~ts'.oOdF06 (C!Weade Vie-.. )\WD125Agr~meHt.DOC 358829100081315499.0116rjVOll.DOC (?I9/05Y8IM) -4- .' made and identified as required by the Project Contract by the Contractor as unsettled at the time request for [mal payment is made. 4. WITHDRAWAL FROM AGREEMENT Should Water District 125, upon review of the bid, which is acceptable to the City, elect not to have the City's contractor install the District Work, Water District 125 shall promptly issue to the City notice of withdrawal ITom this agreement and this agreement shall terminate. '.Vater District 125 shall be responsible to reimburse the City for its reasonable costs related to the District Work through the date of termination. It will then be the responsibility of Water District 125 to coordinate and install their facilities in a time and manner that will not delay the City's contractor. Water District 125 shall be held liable for any delay to the City's project due to Water District 125' s water improvement work. 5. CHANGES , After the City executes a contract with the Contractor, Water District 125 shall submit any changes requested to be performed by the City's Contractor to the City. The City shall submit this to the Contractor; obtain a price ITom the Contractor to perform the work, and notify Water District 125 of this price. Prices supplied by the Contractor for Water District 125 change orders shall be in conformance with the 25% limit in subsection 1-04.4 of the \VSDOT Standard Specifications. Water District 125 shall have two (2) business days ITom receiving the price ITom the City within which to respond to the City. If Water District 125 chooses not to accept the Contractor's price then this work shall only be performed by Water District 125 according to a mutually agreed upon schedule with the Contractor so as not to cause delay to the Contractor. 6. INDElVINIFICATION; LIENS MTD ENCUMBRANCES Each Party shall defend, indemnify and hold the other Party, its officers, officials, employees and agents harmless ITom any and all claims, injuries, damages, losses or suits including all legal costs and attorney fees, arising out of or in connection with the performance of the Party's work required under this Agreement, except to the extent such injuries and damages are caused by the negligence or willful misconduct of the other Party. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resJ11ting ITom the concurrent negligence of the parties, its officials, employees and agents, a party's liability hereunder shall be only to the extent of the party's negligence. The provisions of this section shall survive the expiration or termination of this Agreement. 7. INSURANCE The contract between the City and the Contractor shall require that the Contractor procure and maintain for the duration of the project insurance of the types and in the amounts C:\DOCUME-I \irnilne\LOCALS-1 \TeInJi\FINAL W-I.DOCP:\PROJECTS'u \ DR Projeets'.OOef06 (Caseaee Vie .y)\WDI25!.gTL'ernenLDOC 358829100081315499.01l6rjvOl I.DOC (319105~) -5- ~ described below against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work by the Contractor, its agents, representative, employees, subconsultants or subcontractors. a. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and b. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 single limit per occurrence and $2,000,000 general aggregate for personal injury, bodily injury and property damage. Coverage shall include but . not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCD); and employer's liability; and c. Excess Liabilitv insurance with limits not less than $1,000,000 per occurrence and aggregate. Any payment of deductible or self-insured retention shall be the sole responsibility ofthe Contractor. The Parties, their elected and appointed officials, employees, agents and volunteers shall be named as additional insureds on the insurance policy, as respects work performed by or on behalf of the Parties and a copy of the endorsement naming the Parties as additional insured shall be attached to the Certificate of Insurance, copies of "vhich shall be provided to the Parties prior to commencement of construction by the Contractor. The Contractor's insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The City shall also require the Contractor to indemnify, defend and save the District and its elected and appointed officials, employees, agents and volunteers harmless from any and all costs, claims, damages, judgments and liabilities against the District caused by or relating to the Contractor's performance of the District Work. The City shall also require the Contractor to be solely and completely responsible for safety and safety conditions at the Project site, including the safety of all persons and property during the performance of the Project Work. The Contractor shall be required to comply with all applicable City, County and State rules, regulations, ordinances, orders and codes regarding safety. 8. FRANCHISE AGREEMENT The City and Water District 125 agree that as to future projects, by entering into this Agreement, neither Party has waived any rights it may have under the existing franchise agreement between the City and Water District 125, and the City and Water District 125 expressly herein reserve such rights. Notwithstanding anything in this Agreement to the contrary, Water District 125's participation in the project contemplated in this Agreement, and its very participation in this Agreement, shall in no event be construed as a waiver of Water District 125's obligation to relocate underground utilities pursuant to the franchise agreement, and parties understand and agree that the terms and conditions of this Agreement shall not be C:\DOCUJ"'fE-l \imilne\LOC ALS-l \Temv\FJNAL W-l.DOCP:\PROJECTS'u\ DR Projeet\QOdr06 (CasC!lde Vie .\')',WD I 25}.greemeHLDOC 3588291000813J5499.0J161ji.>Ol !.DOC (3/910~) -6- considered as a basis for future relocation projects that may be franchise-required. The District shall retain the rights of exclusive use, regulation and control of the completed District Work and full ovmership of the District Work including, but not limited to, the right to sell, transfer or assign its rights in and to the District 'N ork. 9. MISCELLANEOUS a. Compliance with Laws. The parties shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the perfonnance of this Agreement. b. Nonwaiver of Breach. The failure of a party to insist upon strict perfonnance of any of the tenns and rights contained herein, or to exercise any option herein conferred in one or more instances, shall not be constructed to be a waiver or relinquisJ;nnent of those tenns and rights and they shall remain in full force and e~ct. . c. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the parties or between any party and the Contractor under any of the provisions of this Agreement, resolution of that dispute shall be available only through the _ jurisdiction, venue and rules of the King County Superior Court, King County, Washington. d. Attorney's Fees. In the event any suit, arbitration, or other proceeding is instituted to enforce any tenn of this Agreement, the parties specifically understand and agree that the prevailing party in any such action shall be entitled to its attorneys' fees and costs of suit. e. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of this Agreement, unless otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated on this Agreement. f. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each of affected party. g. Severability. If anyone or more sections, sub-sections, or sentences of this Agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this Agreement and the remainder shall remain in full force and effect. C:\DOCUME-l\innlne\LOCALS-l\Tem.p\FINAL W-l.DOCP:\PROJECTS'.A DR Pmjeet'-OOdr06 (Caseade Vie'Ny.WD 125AgreemeflLDOC 358829100081315499.01 I 61jV01 I.DOC (}I910~) -7- h. Relationship. It is understood and agreed that no agency, employment, joint venture, co-employer or partnership is created by this Agreement. No party hereto shall (i) have the power or authority to act for another in any manner to create obligations or debts which would be binding upon another, and; (ii) be responsible for any obligation or expense whatsoever of another. 1. Force Majeure. Parties shall not be deemed to be in breach of this Agreement if unable to perfonn their respective obligations hereunder as a result of the occurrence of an event of "force majeure," which shall include, but not be limited . to, acts of God, acts of the government of the United States or of any state or political subdivision thereof, strikes, civil riots or disturbances, fIre, floods, explosions, earthquakes, wind, stonns, hurricanes, lightning or other similar catastrophes or other causes beyond the parties' reasonable control. The scope of events of force majeure shall not extend to payment of money owed hereunder. J. Entire Agreement. The \:vTitten provisions and terms of this Agreement, together with any attached Exhibits, supersede all prior verbal statements by any representative of the City, and those statements shall not be construed as fonning a part of or altering in any manner tbis agreement. This Agreement and any attached Exhibits contain the entire Agreement between the parties. Should any language in any Exhibit to this Agreement conflict with any language contained in _ this Agreement, the terms of this Agreement shall prevail. IN \VITl\TESS WHEREOF, the parties below have executed this Agreement. CITY OF TUKWILA by: Print Name: Title:(Mayor) DATE: .3.? 0_'1 DATE: Notices to be sent to: Notices to be sent to: C:\OOCUME-l \irnilne\LOCAL<;-l iT em.p\FINAL W-I.DOCP:\PROJECTS\. '\ DR Projeets\ODdr06 (Cascade Vic'..)".'.'D 125AgreemeRlDOC 35882910008/315499.01/6ljvOl LDOC (J/9/05J/Y{)J) -8- \VATERDISTRICT 125 CITY OF TUK\VILA (telephone) ( facsimile) Artn: Bob Giberson Public Works Department 6300 Southcenter Blvd., Ste 100 Tukwila, WA 98188 206-433-0179 (telephone) 206-431-3665 (facsimile) Atln: APPROVED AS TO FORl\I: Shelley Kerslake, City Attorney C:\DOCUME-I \imilne\LOCALS-l \Temp\FINALW-l.DOCP:'PROJECTS'. \ DR Projccts'OOdr06 (Cascade Vie ...)'.'VDI25.\greemeRt.DOC 358829100081315499.01l6rfrOI I.DOC O/9105~) -9- INTERLOCAL AGREEMENT BETWEEN CITY OF TUKWILA AND V AL VUE SEWER DISTRICT REGARDING CONSTRUCTION OF SEWER IMPROVEMENTS IN CONJUNCTION WITH THE CASCADE VIEW IMPROVEMENT PROJECT THIS AGREEMENT is entered into between the CITY OF TUKWILA, a Washington municipal corporation ("City"), and Val Vue Sewer District, a Washington municipal corporation (It V al Vue" or "District")(individually a "Party" and collectively the "Parties"). RECITALS WHEREAS. the City is making right-of-way improvements ("City Work") to Cascade View Neighborhood; and WHEREAS, Val Vue Sewer District has requested that certain sewer improvements ("District Work") be constructed in conjunction with the City Work; and WHEREAS, the Parties recognize the efficiencies of combining the City Work and the District Work into one construction project (the "Project" or "Project Work") whereby the right- of-way pavement will be disturbed only once. NOW THEREFORE, in consideration of the terms and conditions contained herein, the Parties agree as follows: AGREEMENT 1. SCOPE OF WORK The City will advertise for bids and enter into a contract with a contractor for the construction of the District Work as described and depicted on the Bid Documents dated February 2005 for the Cascade View Improvement Project. 2. RESPONSIBILITIES OF THE PARTIES A. VAL VUE SEWER DISTRICT 1) Val Vue Sewer District shall provide to the City engineered drawings, specifications, construction standards, quantities, and cost estimates for the District Work. The drawings shall show in detail the location, quantity, and size of the piping, meters, hydrants, and valve boxes. 2) Val Vue Sewer District shall review the portion of the Project's final drawings and specifications for the District Work and shall approve or reject those drawings and specifications within seven days of receipt. -)- 3) Val Vue Sewer District will provide the inspection services needed for overseeing the proper installation of the District Work. Val Vue Sewer District's inspector will coordinate with the City's inspector, and the City's inspector will give all direction to the contractor. 4) Val Vue Sewer District will notify its customers of the Project, perform any sewer system shut downs necessary for the District Work, and notify its customers of any scheduled sewer service interruptions related to the Project. 5) Val Vue Sewer District will provide all sewer permits required for its existing connections at no cost to the City or its c,ontractor. 6) Val Vue Sewer DistIict shall maintain continued coordination with the City regarding the performance of the DistIict Work. This coordination shall include but not be limited to the following: a. Val Vue Sewer District will attend the Project bid opening and pre-construction meeting. b. City will provide Val Vue Sewer District a copy of the Contractor's proposed work schedule showing date, location and extent of work to be performed. This schedule will be subject to change at any time. c. Val Vue Sewer District will attend weekly construction meetings. d. Val Vue Sewer District will be given no less than five (5) days written notice that City's Contractor is beginning construction of the sewer facilities. B. CITY 1. The City will incorporate Val Vue Sewer District's design for the District Work into the Project construction contract documents. The City will advertise for bids, evaluate bids, and award a construction contract for the Project ("Project Contract") to the lowest responsible bidder (the "Contractor"). The City shall administer the Project Contract and monitor the Contractor's activities. 2. The City will be responsible for providing all traffic control associated with the construction of the District Work. 3. The City shall require the Contractor to install and perform the District Work in accordance with the Project's final plans and Val Vue Sewer District's standards and specifications. 4. The City will provide all flagging and traffic control, including Uniformed Officers when required, for the District Work. 5. The City will provide Val Vue Sewer District with not less than five (5) working days written notice prior to the start of sewer construction to allow Val Vue Sewer District's scheduling of the on-site Inspector. 6. City will schedule and attend weekly construction meetings with the City's Contractor, Val Vue Sewer District, and other franchise utilities involved in the Project. -2- 3. COST ALLOCATION The City has no responsibility for costs related to the District Work. The costs shown on this exhibit are estimates only. The final breakdown of costs will be based on the actual Jump sum bid price on the "Sewer System Improvements" schedule included in the City Bid Documents, as adjusted by constmction change orders. Val Vue Sewer District wiJI also be responsible for the foJIowing City's costs: A. Sewer Facility Installation. Val Vue Sewer District agrees to pay the actual cost that the City incurs for constmcting the District Work including excavation costs. B. Adjustments and Relocations. Val Vue Sewer District agrees to pay the actual costs the City incurs for adjustments and relocations of sewer service lines throughout the Project limits as reasonably required to match grades or avoid conflicts with proposed City imp~ovements. C. Consultant Costs. Val Vue Sewer District agrees to pay the actual cost that the City incurs, including consultant costs, for incorporating the District Work into the Project's construction contract documents and the City's cost for construction management and inspection coordination for the District Work. D. Additional Expenses. Val Vue Sewer District agrees to pay any additional expenses incurred in installing the District \york due to any over excavation required or any other unforeseen conditions related to the District Work which reasonably require additional work and expense,inc1uding any additional trench width or depth attributable to errors in Val Vue Sewer District's design or cont1icts not accounted for in Val Vue Sewer District's design. Ally changes to the District Work perceived as necessary by the Contractor and any change orders therefore must be approved in writing by Val Vue Sewer District in advance of such changes to the District Work and any change orders related thereto. E. Claims by Contractor. Val Vue Sewer District agrees to pay any claims made by the Contractor relating to the District Work that are valid and proximately caused by Val Vue Sewer District; provided, Val Vue Sewer District at its sole expense shaH have the right to defend any claims made by the Contractor relating to the District Work if Val Vue Sewer District determines all or any part of the claim is not valid. These claims may include delays caused by installing the District Work, delays caused by Val Vue Sewer District providing materials, or any other conl1icts between the Contractor and Val Vue Sewer District. Any such claims mu~t comply with the definition and procedure regarding claims in the Project contract and must be verifiable or substantiated claims and be subject to binding arbitration. F. Invoice. Val Vue Sewer District agrees to pay the City within forty-five (45) days of receiving a correct invoice by the City for amounts that the City has been invoiced by the Contractor for work that has been completed by the Contractor and approved by Val Vue ~ - ..)- Sewer District and which Val Vue Sewer District has agreed to pay under this Agreement. G. Defective or Unauthorized Work. Pursuant to the Project Contract between the City and Contractor, Val Vue Sewer District reserves the right to withhold payment from the City for any defective, incomplete or unauthorized work performed by the Contractor; provided, Val Vue Sewer District shall notify the City of its claim of defective, incomplete or unauthorized work prior to the City making payment to the Contractor for such work. For all work which is determined by Val Vue Sewer District to be defective, incomplete or un~uthorized after the City has paid the Contractor for such work, Val Vue Se\ver District shall pay the City for such ~work provided that Val Vue Sewer District shall not waive any rights in doing so and any claims regarding the work shall be addressed as a claim against the Contractor by Val Vue Sewer District. If a defect in the District Work is identified during the one-year warranty period, the City will enforce the warranty provisions of the Contract on behalf of Val Vue Sewer District. Defective, incomplete or unauthorized work includes, without limitation: work and materials that do not conform to the requirements of this Agreement, and extra work and materials furnished without Val Vue Sewer District's written approval. If for any reason it is necessary to satisfactorily complete any portion of the work, Val Vue Sewer District may complete the work using its own means and the Contractor shall be liable to Val Vue Sewer District for any additional costs incurred by Val Vue Sewer District. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the Parties beyond the price for the District Work included in the Contractor's bid accepted by the City. Val Vue Sewer District further reserves the right to offset the cost to complete the work, including any additional costs, from any and all amounts due or to become due the Contractor. H. Final Acceptance. The City shall provide Val Vue Sewer District with written notice of completion of the District Work. The District inspector shall perform final inspection of the District Work. The District shall, within forty-eight (48) hours of its final inspection, provide to the City written final acceptance of the District Work, or, alternatively, provide an itemized and detailed response why final acceptance of the District Work cannot be given. If the District fails to respond to the City within forty-eight hours, the District shall be deemed to have given final acceptance of the District Work. Upon final acceptance of the District Work, the City shall assign its rights under the Project Contract relating to the District Work to the District, including any warranties and maintenance obligations by and from the City's Contractor arising out of the Project Contract for the District Work. The City shall also require the City's Contractor, as a condition of the Project contract, to provide a maintenance bond at the District's cost to insure that the District Work is free from defects in workmanship and materials for a period of one (1) year following final acceptance of the Project Work by the City. I. As-Built Drawings. The City shall provide the District with "as built" drawings for the District Work within thirty (30) days following the City's final acceptance of the Project Work. -4- J. Final Payment/Waiver of Claims. The making of final payment by the Parties shall constitute a waiver of claims by the Contractor, except those previously and properly made and identified as required by the Project Contract by the Contractor as unsettled at the time request for final payment is made. 4. WITHDRA \V AL FROM AGREEMENT Should Val Vue Sewer District, upon review of the bid, which is acceptable to the City, elect not to have the City's contractor install the District Work, Val Vue Sewer District shall promptly issue to the City notice of withdrawal from this agreement and this agreement shall terminate. Val Vue Sewer District shall be responsible to reimburse the City for its reasonable costs related to the District Work through the date of termination. It will then be the responsibility of Val Vue Sewer District to coordinate and install their facilities in a time and manner that will not delay the City's contractor. Val Vue Sewer District shall be held liable for any delay to the City's project due to Val Vue Sewer District's sewer improvement work. 5. CHANGES After the City executes a contract with the Contractor, Val Vue Sewer District shall submit any changes requested to be performed by the City's Contractor to the City. The City shaH submit this to the Contractor; obtain a price from the Contractor to perform the work, and notifY Val Vue Sewer District of this price. Prices supplied by the Contractor for Val Vue Sewer District change orders shaH be in conformance with the 25% limit in subsection 1-04.4 of the WSDOT Standard Specifications. Val Vue Sewer District shall have two (2) business days from receiving the price from the City within which to respond to the City. If Val Vue Sewer District chooses not to accept the Contractor's price then this work shall only be performed by Val Vue Sewer District according to a mutuaHy agreed upon schedule with the Contractor so as not to cause delay to the Contractor. . . 6. INDEMNIFICATION; LIENS AND ENCUMBRANCES Each Party shaH defend, indemnity and hold the other Party, its officers, officials, employees and agents harmless from any and all claims, injuries, damages, losses or suits including all legal costs and attorney fees, arising out of or in connection with the performance of the Party's work required under this Agreement, except to the extent such injuries and damages are caused by the negligence or willful misconduct of the other Party. ~"'~ ." Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event ofliability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the parties, its officials, employees and agents, a party's liability hereunder shall be only to the extent of the party's negligence. The provisions of this section shall survive the expiration or termination of this Agreement. -5- 7. INSURANCE The contract between the City and the Contractor shall require that the Contractor procure and maintain for the duration of the project insurance of the types and in the amounts described below against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work by the Contractor, its agents, representative, employees, subconsultants or subcontractors. a. Automobile Liability insurance with limits no less than $ 1 ,000,000 combined single limit per accident for bodily injury and property damage; and b. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 single limit per occurrence and $2,000,000 general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operationslbroad form property damage; explosion, collapse and underground (XCD); and employer's liability; and c. Excess Liability insurance with limits not less than $1,000,000 per occurrence and aggregate. Any payment of deductible or self-insured retention shall be the sole responsibility of the Contractor. The Parties, their elected and appointed officials, employees, agents and volunteers shall be named as additional insureds on the insurance policy, as respects work performed by or on behalf of the Parties and a copy of the endorsement naming the Parties as additional insured shall be attached to the Certificate of Insurance, copies of which shall be provided to the Parties prior to commencement of construction by the Contractor. The Contractor's insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The City shall also require the Contractor to indemnify, defend and save the District and its elected and appointed officials, employees, agents and volunteers harmless from any and all costs, claims, damages, judgments and liabilities against the District caused by or relating to the Contractor's performance of the District Work. The City shall also require the Contractor to be solely and completely responsible for safety and safety conditions at the Project site, including the safety of an persons and property during the performance of the Project Work. The Contractor shan be required to comply with an applicable City, County and State rules, regulations, ordinances, orders and codes regarding safety. 8. FRANCHISE AGREEMENT The City and Val Vue Sewer District agree that as to future projects, by entering into this Agreement, neither Party has waived any rights it may have under the existing franchise agreemen between the City and Val Vue Sewer District, and the City and Val Vue Sewer Distric xpressly herein reserve such rights. Notwithstanding anything in this Agreement to the (if any) -6- contrary, Val Vue Sewer District's participation in the project contemplated in this Agreement, and its very participation in this Agreement, shall in no event be construed as a waiver of Val Vue Sewer District's obligation to relocate underground utilities pursuant to the franchise agreement, and parties understand and agree that the tenns and conditions of this Agreement shall not be considered as a basis for future relocation projects that may be franchise-required. The District shall retain the rights of exclusive use, regulation and control of the completed District Work and full ownership of the District Work including, but not limited to, the right to sell, transfer or assign its rights in and to the District Work. 9. MISCELLANEOUS a. Compliance with Lan's. The parties shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the perfonnance of this Agreement. ~~:;~~ . . - b. Nonwaiver of Breach. The failure of a party to insist upon strict perfonnance of any of the tenns and rights contained herein, or to exercise any option herein conferred in one or more instances, shall not be constructed to be a waiver or relinquishment of those tenns and rights and they shall remain in full force and effect. c. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the parties or between any party and the Contractor under any of the provisions of this Agreement, resolution of that dispute shall be available only through the jurisdiction, venue and rules of the King County Superior Court, King County, Washington. = ~.;":.':..; d. Attorney's Fees. In the event any suit, arbitration, or other proceeding is instituted to enforce any tenn of this Agreement, the parties specifically understand and agree that the prevailing party in any such action shall be entitled to its attorneys' fees and costs of suit. e. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of this Agreement, unless otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated on this Agreement. .-. ... .~. ';~ ~--~=:~,;: f. lYiodification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in vvriting and signed by a duly authorized representative of each of affected party. g. Severability. If anyone or more sections, sub-sections, or sentences of this Agreement are held to be unconstitutional or invalid, that decision shall -7- the validity of the remaining portion of this Agreement and the remainder shall remain in full force and effect. h. Relationship. It is understood and agreed that no agency, employment, joint venture, co-employer or partnership is created by this Agreement. No party hereto shall (i) have the power or authority to act for another in any manner to create obligations or debts which would be binding upon another, and; (ii) be responsible for any obligation or expense whatsoever of another. L Force Majeure. Parties shall not be deemed to be in breach of this Agreement if unable to perform their respective obligations hereunder as a result of the occurrence of an event of "force majeure," which shall include, but not be limited to, acts of God, acts of the government of the United States or of any state or political subdivision thereof, strikes, civil riots or disturbances, fire, floods, explosions, earthquakes, wind, sewers, hurricanes, lightning or other similar catastrophes or other causes beyond the parties' reasonable control. The scope of events of force majeure shall not extend to payment of money owed hereunder. J. Entire Agreement. The written provisions and terms of this Agreement, together with any attached Exhibits, supersede all prior verbal statements by any representative of the City, and those statements shall not be construed as forming a part of or altering in any manner this agreement. This Agreement and any attached Exhibits contain the entire Agreement between the parties. Should any language in any Exhibit to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. -8- IN WITNESS WHEREOF, the parties belo\'y have executed this Agreement. V AL VUE SE\VER DISTRICT DISTRICT q , bY:~ ~~ Print Name: 12.4+A7tO ro{2.SC~-ifL. Title: C{-J.AlILMA-J DATE: 3/15 I zeoJ: ( , CITY OF TUKWILA by: Print Name: Title:(Mayor) DATE: Notices to be sent to: Notices to be sent to: VAL VUE SEWER DISTRICT CITY OF TUKWILA Attn: Dana Dick PO 69550 Seattle, W A 98168 206-242-3236 206-242-1527 (telephone) (facsimile) Attn: Bob Giberson Public Works Department 6300 Southcenter Blvd., Ste 100 Tukwila, WA 98188 206-433-0179 (telephone) 206-431-3665 (facsimile) APPROVED AS TO FORM: Shelley Kerslake, City Attorney -9- Utilities Committee March 22, 2005 Present: Dave Fenton, Chair; Joan Hernandez, Jim Haggerton Jim Morrow, Frank Iriarte, Gail Labanara, Bob Giberson, Pat Brodin, Ryan Larson, Mike Ronda, Lucy Lauterbach 1. Strander Blvd Storm Water Pump Station and Road Bid Award A project to replace the gravity stonn drainage line along Strander Blvd between Andover Park East and the Green River is needed. Flooding currently exceeds the pipe's capacity, and a larger pipe will replace the current facilities and a new pump station will be built. Errors were found in the two lowest bid prices, so the third lowest bidder is the bid award recipient. Because the cost was higher than anticipated, funds from neighborhood drainage and future GIS mapping will be used to supplement the project budget. The contractor is Frank Coluccio and the cost is $1.566 million. Recommend bid award to COW and Re~lar Meetings. 2 Strander Blvd. Storm Water Pump Station and Road Construction Services If they had time staff would supply the contract project management for this project. Due to their high workload, they negotiated an agreement with Penhallegon Associates for the work. Public Works already has a contract with Penhallegon to provide design. One supplement is for additional design work for $18,425 and the second supplement is for construction management for $204,386.00. Information only. :j< 3. Cascade View Drainage Improvement Project Both Water District 125 and Val Vue have projects they would like to do to coincide with the city's street and drainage work in Cascade View. The city has prepared interlocal agreements with both utilities. The city will incorporate the utility work into the city project for the Val Vue Sewer district, but the bid was too high for Water District 125, so they will be responsible for their own work. The two interlocal agreements spell out the responsibility of both utilities and the city's responsibilities. Recommend two interlocal agreements to COW and Council for approval. 4. Cascade View Drainage Project Bid Award The Cascade View Drainage project was bid in February and early March of this year. Three bids were received, and the lowest bid was accepted. The project budget was $4~2 million, and the lowest bid was $3.96 million. SCI was the low bidder. The city has worked with this contractor on many projects throughout the city, including S. 134th, S. 160th and East Marginal Way. Val Vue Sewer work in Item 2 will be completed for $76,704 bringing the total bid award to $4,039,204.00. Recommend bid award to SCI Infrastructure for $4.039.204 to COW and Re~lar Meetings. 5. Cascade View Drainage Construction Management Services The city first had a contract with KPG for design ofthe Cascade View Drainage in 2003. The city staff will provide construction engineering for the project, and KPG will provide construction engineering assistance. Information only.