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HomeMy WebLinkAbout05-054 - Val Vue Sewer District - Cascade View Improvement Construction ProjectPRO--E .C-1 INTERLOCAL AGREEMENT BETWEEN CITY OF TUKWILA AND VAL VUE SEWER DISTRICT REGARDING CONSTRUCTION OF SEWER IMPROVEMENTS IN CONJUNCTION WITH THE CASCADE VIEW IMPROVEMENT PROJFCT TIIIS AGRELMENT is entered into between the C ITY OF TUKWILA, a Washington municipal corporation "C ity and Val Vue Sewer District a Washington municipal corporation "Val Vue" or "District ")(individually a "Party and collectively the "Parties") WHFRFAS the City is making right -of -way improvements "City Work to Cascade View Neighborhood and WHERLAS Val Vue Sewer District has requested that certain sewer improvements District Work be constructed in conjunction with the City Work, and WHFREAS 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 TI IFREI'ORE in consideration of the terns and conditions contained herein, the Parties agree as follows 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 UG5 -0` RECITALS AGREEMENT 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. st- ENro APR 20 2005 CR GINA 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 Qty'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 contractor 6) Val Vue Sewer District shall maintain continued coordination with the C ity regarding the performance of the District Work Phis coordination shall include but not he limited to the following B. CITY a. Val Vue Sewer District will attend the Project bid opening and pre construction meeting. b C ity 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 he subject to change at any time c Val Vue Sewer District will attend weekly construction meetings d Val Vue Sewer District will he given no Tess than five (5) days written notice that C ity's C ontractor is beginning construction of the sewer facilities 1 The C ity 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 C ontract to the lowest responsible bidder (the "Contractor The C ity shall administer the Project C ontract 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 fhe City has no responsibility for costs related to the Distnct Work The costs shown on this exhibit are estimates only The final breakdown of costs will be based on the actual lump sum bid price on the "Sewer System Improvements" schedule included in the City Bid Documents as adjusted by construction change orders Val Vue Sewer District will also be responsible for the following City's costs A Sewer Facility Installation Val Vue Sewer District agrees to pay the actual cost that the City incurs for constructing 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 improvements 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 C ity 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 Work due to any over excavation required or any other unforeseen conditions related to the District Work which reasonably require additional work and expense, including any additional trench width or depth attributable to errors in Val Vue Sewer District s design or conflicts not accounted for in Val Vue Sewer District'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 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 shall 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 conflicts between the Contractor and Val Vue Sewer District. 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 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 -3- Sewer District and which Val Vue Sewer Distnct has agreed to pay under this Agreement. 6 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 C'ity making payment to the Contractor for such work For all work which is determined by Val Vue Sewer District to he defective, incomplete or unauthorized after the City has paid the Contractor for such work Val Vue Sewer District shall pay the City for such work provided that Val Vuc Sewer District shall not waive any rights in doing so and any claims regarding the work shall be addressed as a claim against the C ontractor 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 he 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 I I 1- 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 1 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 WITHDRAWAL FROM AGREEMENT Should Val Vue Sewer District, upon review of the bid, which is acceptable to the C ity elect not to have the City s contractor install the District Work, Val Vue Sewer District shall promptly issue to the C ity 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 C ity shall 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 C ontractor for Val Vue Sewer District change orders shall 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 mutually agreed upon schedule with the Contractor so as not to cause delay to the C ontractor 6. INDEMNIFICATION, LIENS AND ENCUMBRANCES Each Party shall defend, indemnify 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 of liability 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 7 INSURANCE The contract between the City and the C ontractor 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 C ontractor 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 CJeneral 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 (XCU) 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 all persons and property during the performance of the Project Work f he 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 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 Districl xpressly herein reserve such rights Notwithstanding anything in this Agreement to the (I a rr., -6- 9 MISCELLANEOUS 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 terms 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. a. orplrance with Lain s 1'he parties shall comply with all federal, state and local laws rules and regulations throughout every aspect in the performance of this Agreement. b Nonwaiver of Breach The failure of a party to insist upon strict performance of any of the terms and rights contained herein, or to exercise any option herein conferred in one or more instances shall not be constructed to he a waiver or relinquishment of those terms 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 teiin 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 any one or more sections, sub sections, or sentences of this Agreement are held to be unconstitutional or invalid, that decision shall not affect -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, point 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 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 l'he scope of events of force majeure shall not extend to payment of money owed hereunder 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 IN WITNESS WHEREOF, the parties below have executed this Agreement. VAL VUE SEWER DISTRICT DISTRICT bv• r Print Name E.ci- tfl-I.o Title 1 R M DATE 3/ /Zc _c r Notices to be sent to VAL VUE SEWFR DISTRICT Attn Dana Dick PO 69550 Seattle WA 98168 206 242 -3236 206 242 -1527 CITY OF TUKWILA by. Pri Name /HO4JAA tickiC Title e i Y IA-b h /1/S DATE /s Notices to be sent to Attn Bob Giberson Public Works Department 6300 Southcenter Blvd. Ste 100 (telephone) Tukwila, WA 98188 (facsimile) 206- 433 -0179 (telephone) 206 -431 -3665 (facsimile) APPROVED AS TO FORM CITY OF TUKWILA gor Shelley Kerslake, City Attorney