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HomeMy WebLinkAboutCOW 2010-04-12 Item 5H.4 - Interlocal Agreement - Highline Water District for Southcenter Parkway ExtensionHighline water district intertie Water district 75 intertie Water district #75 intertie CAS NUMBER: 10-044 AG] NDr\ ITEM TrTI.,E C, \TIGORY SPONSOR'S SUMMARY REVIEWED BY EXPENDITURE REQUIRED MTG. DATE 4/12/10 4/19/10 MTG. DATE 4/12/10 Meeting Date 04/12/10 04/19/10 COUNCIL AGENDA SYNOPSIS Prepared by LV LV ITEM- INFORMATION 1 ORIGINAL AGENDA DATE: APRIL 12, 2010 ev Authorize the Mayor to sign various contracts which collectively provide funding and will allow construction to begin on Southcenter Parkway Dzircussion Motion n Resolution Mtg Date 4/12/10 Mtg Date 4/19/10 Mtg Date I SPC )NSOR n Council Mayor Adm Svcs DCD Finance Fire Legal n P &R Police PI/ The Tukwila South Development Agreement calls for the City to relocate and construct a 5- lane Southcenter Parkway Extension. To start construction, City needs to accept the CERB, Capital Projects and TIB grants; to sign an Interlocal Agreement with Highline Water District; to sign two agreements with PSE; to amend the construction management contract with KBA, Inc; and to award the construction bid to Scarsella Bros, Inc. Construction cost is $16,030,030.64 paid by state /federal grants, Highline, and city bonds. COW Mtg. CA &P Cmte F &S Crnte Transportation Cmte Utilities Cmte n Arts Comm. n Parks Comm. n Planning Comm. DA 1 4/5/10 RECOMMENDATIONS: SPONSOR /ADMIN. Mayor's Office COMMITTEE Unanimous Approval; Forward to Committee of the Whole COST IMPACT FUND SOURCE AMOUNT BUDGETED APPROPRIATION REQUIRED Initials Mayor's Btezv 1 ,,siyzncilzeviezv I'k n Ordinance RECORD OF COUNCIL ACTION ITEM No. Bid Award n Public Hearing Other Mtg Date Mtg Date 4/19/10 Mtg Date Mtg Date Fund Source: Multiple funding sources; see attachment "Southcenter Parkway Expenses /Revenues Chart 4 -5 -10" ATTACHMENTS Informational Memorandum dated 4/5/10 State Capital Projects Grant Contract for $3.98 million State Community Economic Revitalization Board Grant Contract for $6 million Transportation Improvement Board Grant contract for $2 million Highline Water District Interlocal Agreement Puget Sound Energy Project Plan Agreement, estimating costs to be $241,400 Puget Sound Energy Construction Agreement for $241,400 Amendment to Contract with KBA for $2,453,950 Bid Award to Scarsella Brothers for $16,030,030.63 Southcenter Parkway Expenses /Revenues Minutes from the Transportation Committee Meeting of 4/5/10 1 33 INTERLOCAL AGREEMENT BY AND BETWEEN THE CITY OF TUKWILA AND HIGHLINE WATER DISTRICT REGARDING THE SOUTHCENTER PARKWAY PROJECT This Agreement "Agreement is made and entered into this day of 2010, by and between the City of Tukwila, a non charter optional, code Washington municipal corporation "City and Highline Water District, a Washington special purpose district municipal corporation existing pursuant to Title 57 Revised Code of Washington ("District (individually a "Party" and collectively the "Parties for the purposes set forth below. WHEREAS, the District has a franchise "Franchise dated December 2, 1991, from the City which authorizes the District to construct, operate, maintain, repair and replace water mains and facilities (collectively "Water Facilities in, under, along and through City right -of -way pursuant to the terms and conditions of the Franchise; provided the Franchise also requires the District at its expense to raise, lower or move its Water Facilities located in City right -of -way or to place such Water Facilities in a location to accommodate City improvements to or work in City right -of -way. WHEREAS, the District presently maintains an eight (8) inch watermain and related facilities "Existing Water Facilities in Southcenter Parkway and Frager Road as such City right -of -way is presently constructed and aligned. WHEREAS, the City entered into a development agreement dated June 10, 2009 "Development Agreement with La Pianta LLC, a Washington limited liability company, now known as Segale Properties LLC "Segale which provides for the development of certain real property known as the "Tukwila South Property" as a project known as the "Tukwila South Project" as further described in the Development Agreement; and the Development Agreement provides, in part, for the installation of certain street and utility infrastructure by the City and Segale as described in the Development Agreement, and, specifically, the realignment, relocation and extension of Southcenter Parkway located in the vicinity of the Tukwila South Property "SCP Project WHEREAS, the Development Agreement requires the City to prepare a final design of the SCP Project, including utilities such as water, sewer, stormwater and other utilities necessary to serve the Tukwila South Project and to bid and undertake the construction of the SCP Project as a City public works project; and the Development Agreement in Section 4.3.4 requires Segale to obtain water service from the District and to pay all costs related to the design and construction of the water system upgrades necessary to serve the Tukwila South Project; therefore the City now requires the District to relocate its Existing Water Facilities and construct new water mains and facilities necessary to serve the SCP project as such facilities are described on Exhibit A attached hereto and incorporated herein by this reference "Highline Work 401352.1 I 356659 0002 DRAFT L RECITALS Attachment 4 211 WHEREAS, the Highline Work includes both the relocation of the Existing Water Facilities in Southcenter Parkway and Frager Road due to the relocation of such City right -of- way as provided for in the Franchise (the "Franchise Work and also the design and construction of oversized watermains with greater capacity than the Existing Water Facilities to serve Segale's Tukwila South Project (the "Oversizing Work provided, that the District shall pay for the cost and expense of the Franchise Work and Segale shall pay for the cost and expense of the Oversizing Work. WHEREAS, the Development Agreement in Section 4.3.4.1 provides that the City will include the Highline Work in its SCP Project as a bid additive, account for and invoice the District separately for the Highline Work and enter into an agreement with the District pursuant to which the District will reimburse the City for the cost of the Highline Work; provided, the Development Agreement also provides that the District shall enter into a separate agreement with Segale pursuant to which Segale shall reimburse the District for the cost of the Oversizing Work; provided further, the Development Agreement requires Segale to provide the City with a letter of credit in the amount of 110% of the estimated cost of the Oversizing Work as security for payment of those costs, and in the event that the District fails to reimburse the City pursuant to the terms of this Agreement the City may draw upon the letter of credit as provided for in the Development Agreement. WHEREAS, Highline and Segale have agreed that of the final cost of the Highline Work and associated administrative costs "Highline Work Final Cost the District is responsible to pay fifty -one (51) per cent of the Highline Work Final Cost "Franchise Final Cost and Segale is responsible to pay forty-nine (49) per cent of the Highline Work Final Cost "Oversizing Final Cost WHEREAS, the City competitively bid the construction of the SCP Project, included the Highline Work in such project bid as a separate additive bid schedule, and the apparent lowest responsible bidder submitted a bid for the Highline Work in the amount of One Million Three Hundred Sixty Seven Thousand Nine Hundred Thirty Dollars and Ninety -Four Cents ($1,367,930.94), including applicable Washington State sales tax "Highline Work Bid Cost and the District desires the City to include the Highline Work in the SCP Project and will agree to reimburse the City for the cost of the Highline Work on the terms and conditions set forth in this Agreement to achieve cost savings and benefits in the public's interest. WHEREAS, the City will agree to include the Highline Work in the SCP Project on the condition that the District reimburse the City for the cost of the Highline Work on the terms and conditions set forth in this Agreement; and, assuming the City awards the SCP Project contract resulting in the Highline Work Bid Cost, the City shall require Segale to provide the City with a letter of credit as provided for in Section 4.3.4.1 of the Development Agreement in the amount of Seven Hundred Ninety Six Thousand Two Hundred Ninety Nine Dollars and Ninety Six Cents ($796,299.96) ($737,315.00), which amount is 110% of forty -nine (49) per cent of the Highline Work Bid Cost plus eight (8) percent construction administration costs. 2 1 2 401352.1 1 356659 1 0002 -2- WHEREAS, it is in the best interests of the Parties that the SCP Project work proceed as soon as possible, provided that if the City does not award a contract for the construction of the SCP Project by the day of 2010, the District shall reserve the right to cancel and terminate this Agreement which in such event will have no further force and effect. WHEREAS, pursuant to RCW 39.34.080, the Parties are authorized to enter into a contract to provide for the performance of governmental activities and undertakings which both Party is authorized by law to undertake and perform. Now, therefore, in consideration of the following terms and conditions, the Parties agree as follows: II. AGREEMENT 2.1 General. The District authorizes the City to proceed with the construction of the Highline Work as part of the SCP Project and agrees to reimburse the City for the cost of the Highline Work based on the Highline Work Bid Cost on the terms and conditions set forth in this Agreement. The City, as agent acting for and on behalf of the District, agrees to perform the Highline Work in constructing the improvements for the SCP Project, in accordance with and as described in Exhibit A and the Plans and Specifications attached hereto as Exhibit B which are incorporated herein in full by this reference "Plans and Specifications provided, that if the City fails to award a contract for the construction of the SCP Project by the day of 2010, the District shall have the right to cancel and terminate this Agreement which, in such event, all obligations herein shall be extinguished and this Agreement shall have no further force and effect. 2.2 Construction Plans. The Plans and Specifications for the Highline Work have been prepared by the City's consulting engineers "Consulting Engineers generally in accordance with the 2008 State of Washington Standard Specifications for Road, Bridge and Municipal Construction and the District's standard specifications as provided by the District to the Consulting Engineer. The District hereby approves the scope of work for the Highline Work as described on Exhibit A and the Plans and Specifications for the Highline Work as set forth in Exhibit B. The City shall invoice the District for its costs incurred from the Consulting Engineer to prepare the Plans and Specifications on a time and materials basis. The District shall pay the City invoice for such costs within forty five (45) days of receipt, provided the District's obligation to pay the costs of such work shall not exceed One Hundred Sixteen Thousand Seven Hundred Fifty Six Dollars ($116,756.00). 2.3 Bidding and Construction. The City is hereby designated as the District's construction agent for the SCP Project. 2.4 Contract Administration. Following the award of the SCP Project contract, the City shall administer and manage the SCP Project contract. As construction agent, the City will perform all engineering, survey and field inspections and shall make all payments to the Contractor. In providing such services, the City may exercise all the powers and perform all the 401352.1 3566591 0002 -3- 213 duties as authorized by law and this Agreement. The City will keep the District advised as to the progress of the SCP Project work. The City, as construction agent, shall have final judgment, after consulting with the District, with regards to decisions related to the work of the Contractor. 2.5 Authority to Construct. Subject to the provisions in Section 3 herein, the District hereby authorizes the City to proceed with construction in accordance with Exhibits A and B for the purpose intended by this Agreement. 2.6 Inspection by District. The District shall furnish and the City shall allow an inspector to be on the SCP Project to verify proper compliance with the requirements set forth in the Plans and Specifications for the Highline Work. Any costs for such inspection shall be borne solely by the District. The District's inspector shall advise the City's inspector of any deficiencies noted in the Highline Work and the City's inspector shall promptly advise the Contractor of any such deficiencies in the Highline Work. The City may designate the District's inspector as the City's agent to communicate directly with the Contractor's field personnel regarding compliance with the Plans and Specifications for the Highline Work. 2.7 Payment. The District agrees to reimburse the City for the actual direct construction cost of all work specified in the Plans and Specifications in Exhibit B plus additional costs itemized by invoice on a time and materials basis for an amount not to exceed eight (8) per cent (based on the final construction cost of the Highline Work) to cover construction administrative costs (including, but not limited to, project management, construction administration, and inspection based on schedules of rates and charges which the City shall provide the District at the commencement of the SCP Project work) and miscellaneous restoration costs as described in Exhibit A that are the financial responsibility of the District (previously referred to as the Highline Work Final Cost). Following the District's final acceptance of the Highline Work as provided in Section 2.10 herein, the City shall invoice the District for the Highline Work Final Cost. Following the District's receipt of the City's invoice for the Highline Work Final Cost, the District shall pay the Highline Work Final Cost to the City in full within forty -five (45) days of the receipt of such City invoice, except as to any disputed costs or charges; provided, however, upon Highline's receipt of the City invoice for the Highline Work Final Cost, Highline shall promptly invoice Segale for the Oversizing Final Cost. If Segale fails to pay the Oversizing Final Cost to the District within twenty (20) days of Segale's receipt of the Highline Work Final Cost invoice from the District, the District shall promptly notify the City of Segale's failure to timely pay the District and the District shall only be required to pay the City the Franchise Work Final Cost and shall have no further obligation or duty to pay the Oversizing Final Cost to the City. In that event, the City shall then have the right, pursuant to the Development Agreement, to draw upon the letter of credit as provided in Section 4.8.4 of such agreement to recover and be reimbursed by Segale for the Oversizing Final Cost. 2.8 Changes in the Work: Extra Work. During construction, the District shall notify the City as soon as practicable, in writing, of any changes it wishes to make in the Plans and Specifications which affect the Highline Work, which changes shall be made if reasonably feasible and approved by the City. Similarly, the City will notify the District as soon as practicable of any changes required by the City in the scope of the SCP Project, or of any 2 4 401352.1 1 356659 1 0002 -4- changes which substantially -change the nature of the Highline Work, and will obtain the District's approval of such changes to the Highline Work; provided, that District staff, following notice to the District as provided herein, shall have the right to approve changes in the Plans and Specifications which affect the Highline Work without the approval of the District Board of Commissioners if such changes in the aggregate of the Highline Bid do not exceed five (5) per cent of the Highline Bid; provided, however, any changes in the Plans and Specifications which affect the Highline Work which exceed five (5) per cent of the Highline Bid shall require the prior approval of the District Board of Commissioners. Written notification by a Party shall be given prior to commencement of the work to implement the changes. The City shall act as the District's agent in negotiating change orders with the Contractor. The Parties shall cooperatively determine each Party's financial responsibility for changes in the Highline Work. 2.9 Emergencv Repairs. Prior to the City's final acceptance of the Highline Work, if there is a need for emergency repair of the Highline Work and the City's contractor is unable to perform such repair in a timely manner, the District shall have permission to enter upon the City's right -of -way and complete said emergency repair. Emergency repairs are defined as work performed by City or District forces to stabilize, remove immediate hazards or dangers by cutting and capping water mains, and restoring immediate utility services to customers in the area. Upon completion of any emergency repairs by the City or the District, the Parties shall cooperatively determine each Party's financial responsibility for such emergency repairs. 2.10 Fire Flow. The District presently provides domestic water service and fire flow for fire suppression purposes in the area of the SCP Project. However, following the commencement of construction by the City's Contractor on the SCP Project, certain District water mains in the area will be abandoned by the City's Contractor; in that event the District will continue to provide domestic water service to the SCP Project area by utilizing the District's existing water system; however, the District will no longer be able to provide sufficient fire flow to the SCP Project area during construction of the SCP Project to meet the requirements of the International Fire Code or other applicable statutes, ordinances, codes and regulations regarding fire flow requirements. The City and the District own and maintain an existing intertie between their water systems as described by an agreement entitled "Agreement for the Emergency Sale of Water Between the City of Tukwila and Highline Water District" dated March 31, 2000 "Intertie Agreement" and the "Intertie Therefore, the City shall be responsible to provide fire flow up to three thousand (3,000) gallons per minute to and through the Intertie to supplement the District's deficiency in providing fire flow to the SCP Project area during the construction of the SCP Project, subject to the terms and conditions of the Intertie Agreement. Further, the District shall not be required to provide emergency water to the City as described in the Intertie Agreement during the construction of the SCP Project. 2.11 Final Acceptance. The City shall provide the District with written notice of completion of the Highline Work, together with the Contractor's redlined as -built drawings for the Highline Work which the .City shall require the Contractor to prepare and maintain during the Contractor's performance of the Highline Work based on final surveyed locations of the Highline Work. The District's inspector shall perform final inspection of the Highline Work. The District shall, within ten (10) business days of its final inspection, provide to the City final acceptance of 401352.1135665910002 -5- 215 the Highline Work, or alternatively, provide an itemized and detailed response as to why final acceptance of the Highline Work cannot be given. The City shall then require the City's Contractor to complete the Highline Work to the District's satisfaction. If the District fails to respond to the City's notice of completion within ten (10) business days, the District will be deemed to have given final acceptance of the Highline Work. Upon final acceptance of the Highline Work by the District, the City shall transfer and assign its rights under the SCP Project contract relating to the Highline Work to the District, including warranty and maintenance obligations by the Contractor relating to the Highline Work. The District's acceptance of the Highline Work shall not constitute acceptance of any unauthorized or defective work or materials, nor be a waiver of any manufacturer's, supplier's or contractors' warranties. Final acceptance of the SCP Project shall be by the City after inspection by all agencies involved. 2.12 Delivery of Water Facilities. The City agrees, within thirty (30) calendar days from the date of final acceptance of the SCP Project work by the City, to transfer ownership of the Highline Work to the District by bill of sale or other appropriate document(s). The City shall forward to the District any guarantee or warranty furnished as a normal trade practice in connection with the purchase of any equipment, materials, or items used in the construction of the SCP Project. The City shall submit redline drawings to the District upon completion of the SCP Project for District review and approval. The District shall retain any rights, claims or demands the District may have against the City's Contractor relating to the District's work under applicable statutes of limitation as a third party beneficiary under the City's contract with the City's Contractor. The City shall provide the District at the time the City awards a public works contract for the SCP Project with an electronic copy of the original design for the Highline Work prepared by the Consulting Engineer in a format as required by the District. The City shall also provide the District with the Contractor's redlined as -built drawings for the Highline Work as referenced in Section 2.10 above. III. GENERAL PROVISIONS 3.1 Indemnity. Each Party agrees to protect, defend, and indemnify the other Party, its officers, officials, employees, and agents from any and all costs, claims, claims for delay, judgments and /or awards of damages arising out of or in any way resulting from the Party's default, failure of performance, or negligent conduct associated with this Agreement, by the Party, its employees, subcontractors or agents. Each Party agrees that its obligations under this provision extend to any claim, demand, and/or cause of action brought by or on behalf of any of its employees or agents. The foregoing indemnity is specifically and expressly intended to constitute a waiver of each Party's immunity under Washington's Industrial Insurance Act, RCW Title 51, as respects the other Party only, and only to the extent necessary to provide each Party with a full and complete indemnity of claims made by the other Party's employees. The Parties acknowledge that these provisions were specifically negotiated and agreed upon by them. 3.2 Contractor Indemnity, Insurance, Safety. The City shall require the contractor constructing the Project to have the District, its elected and appointed officers, agents and 21 6 401352.1 1356659 1 0002 -6- employees named as an insured on all policies of insurance to be maintained by the Contractor(s) under the terms of any SCP Project contract(s), with the City Contractor building the SCP Project required to maintain Commercial General Liability Insurance, Commercial Automobile Insurance and Workers Compensation. The Contractor shall provide the City with either a certified copy of all policies with endorsements attached or a Certificate of Insurance with endorsements attached as are necessary to comply with the contract specifications. The City shall provide the District with copies of all such policies and documents upon receipt of same by the City. The City shall require the contractor constructing the SCP Project to indemnify, defend, and save harmless the District and its elected and appointed officers, agents, or employees from any claim, damage, action, liability of proceeding brought or filed against the District or its officers, agents or employees alleging damage or injury arising out of the contractor's participation in the SCP Project. The Contractor shall also be required to waive the Contractor's immunity under Washington's Industrial Insurance Act, RCW Title 51, as to the District solely for the purposes of the indemnification. The City shall require the contractor building the SCP Project to be solely and completely responsible for safety and safety conditions at the job site, including the safety of all persons and property during performance of the work. The contractor shall comply with all applicable City and State regulations, ordinances, orders and codes regarding safety. The District shall have no responsibility as to safety and safety conditions at the job site. 3.3 Resolution of Disputes and Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from the Parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court located in Kent, King County, Washington, unless the Parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the Parties' performance of this Agreement, each Party shall pay all of its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law, provided, however, nothing in this paragraph shall be construed to limit the City's or District's right to indemnification under Section 3. l of this Agreement. 3.4 Written Notice. All communications regarding this Agreement shall be sent to the Parties at the addresses listed below, unless notified to the contrary. Any written notice hereunder shall become effective upon the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. To the City: 401352.1 J 356659 J 0002 Bob Giberson Public Works Director 6300 Southcenter Blvd Tukwila, WA 98188 -7- 217 218 To the District: Matt Everett General Manager 23828 30th Ave. S. Kent, WA 98032 3.5 Assignment. Any assignment of this Agreement by either Party without the written consent of the non assigning Party shall be void. 3.6 Modification. No waiver, alteration, or modification of any of the provisions for the Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the District. 3.7 Entire Agreement. The written provisions and terms of this Agreement together with any attached Exhibits shall supersede all prior verbal statements of any officer or other representative of either Party, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. This document, including all Exhibits, is the entire Agreement between the Parties. Should any language in any of the Exhibits to the Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. 3.8 Effective Date. This Agreement shall be effective as to all Parties on the date set forth above "Effective Date 3.9 Interlocal Cooneration. This Agreement is entered into by the Parties pursuant to the authority set forth in RCW 39.34.080. Nothing herein shall be construed to create a partnership or joint venture between the Parties. 3.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole,benefit of the Parties hereto and their successors and assigns. No other person or entity shall have any rights under this Agreement whether by agency, a third party beneficiary or otherwise. 3.11 Recitals Incorporated by Reference. The Recitals set forth in Section I above are incorporated herein in full by this reference. IN WITNESS WHEREOF, this Agreement is executed by the Parties by their authorized officers indicated below. City of Tukwila Highline Water District BY BY ITS ITS 401352.1 1356659 1 0002 -8- ATTEST: City CLERK, City OF TUKWILA APPROVED AS TO FORM Tukwila City Attorney 4013 52.1 1 356659 1 0002 -9- ATTEST: APPROVED AS TO FORM District Attorney 219 220 EXHIBIT A SCOPE OF WORK The Scope of Work for the Southcenter Parkway Extension Project includes furnishing and installing approximately 10,550 linear feet of ductile iron water main, ranging in size from fl- inch to 16 -inch in diameter, along the proposed Southcenter Parkway, generally from Sta 110 +78 to Sta 184 +74; and along S 200 St generally from Sta 14 +93 to Sta 20 +00, in accordance with the Plans and Specifications as prepared by David Evans and Associates and referenced in Exhibit B. Work shall also include all furnishing and installing all fittings, valves, hydrants, services and other water system appurtenances as further described herein. In addition, work shall include providing temporary erosion and sedimentation control, survey, traffic control, bank run gravel for trench backfill, crushed surfacing top course, hot mix asphalt for trench patch and overlay, and surface restoration to provide for a complete and operational water system. 401352.1 1 356659 1 0002 -10- 221 222 401352.1135665910002 EXHIBIT B PLANS and SPECIFICATIONS The Plans and Specifications for the Highline Water District Southcenter Parkway Extension Project, HWD Project No. 06 -01, shall be as prepared by David Evans and Associates, dated February, 2010, Sheets WA01 -WA21 and applicable Specifications, and such modifications and addenda thereto (collectively referred to in the Agreement as the Plans and Specifications for the "Highline Work which are incorporated herein in full by this reference.