The URL can be used to link to this page

Home My WebLink AboutUtilities 2008-04-07 Item 3A - Interlocal Agreement - Reclaimed Water Pipeline Extension with King County INFORMATION MEMO To: From: Date: Subject: Mayor Haggerton Public W orks Director~ April 3, 2008 Reclaimed Water Pipeline Extension Project Project No. 92- WT06 Approval of Interlocal Agreement ISSUE Approve the Interlocal Agreement with King County for extension of the reclaimed water pipeline from the King County Sewer Pump Station on Interurban to the Foster Golf Links irrigation pond for sale and distribution of reclaimed water to the City of Tukwila. This includes a potential future service that could extend to Baker Commodities. BACKGROUND Foster Golf Links currently pumps irrigation water out of the Green River and stores it in a pond in order to irrigate the golf course turf. The City has a water right from DOE that allows a specific quantity for irrigation needs only. Washington State Department of Health passed the new Municipal Water Law last year that requires Foster Golf Links to monitor how much water is being pumped and how it's being used. King County has developed the attached revised interIocal agreement with an offer to pay for design and construction of an extension to the reclaimed water service from their sewage pump station at Interurban A venue South to the existing golf course irrigation pond. In exchange, the City of Tukwila will provide specifications, bidding and construction management for the project. After this reclaimed water pipeline project is completed, the golf course will be able to use reclaimed water for irrigation without modifications to their existing irrigation system. Future rates for recycled water should be carefully weighed against the cost to pump during seasonal needs, while not compromising the perfecting of use of the water right. In terms of upfront capital costs, the City will save at least $110,000, as shown on page 81 of the 2008 CIP. RECOMMEI'IDATION Authorize mayor to sign interlocal agreement with King County for extension of the reclaimed water pipeline. Attachment: Interlocal Agreement King County Reclaimed Water Fact Sheet P:\PROJECTS\A- WT Projects\92WT06 Foster Golf Reclaimed Water\Info 040308 Reclaimed water pipe extension. doc DRAFT 11/26/2007 AGREEMENT BETWEEN KING COUNTY AND CITY OF TUKWILA REGARDING THE FOSTER GOLF RECLAIMED WATER EXTENSION PROJECT THIS AGREEMENT, made as afthe day af ,2007, between the City afTukwila, a municipal carparatian arganized and existing under the laws afthe State af Washingtan, hereinafter referred to. as "the City" by and thraugh Tukwila Public Warks Department, and King Caunty, a palitical subdivisian af the State af Washingtan, hereinafter referred to. as "the Caunty" thraugh the King Caunty Department afNatural Resaurces and Parks ("KCDNRP") (callectively, the "Parties"); WHEREAS, the Caunty aperates ~reclaimed water facility which produces Class A reclaimed water at its Sauth Plant in Rentan, Washingtan; WHEREAS, the Caunty awns a canveyance pipe which canveys Class A reclaimed water fram its plant in Rentan to. a site adjacent to. the Faster GalfLinks in Tukwila; WHEREAS, the City currently exercises a water right to. the Green River to. irrigate the Faster GalfLinks; WHEREAS, the City and Caunty have identified a mutual interest to. preserve in-stream flaw in the Green River; WHEREAS, the City is interested in usinU~5~!~}~~~_~~_t_~~J~~Jg_ig?:t~(}~_~_tJh~J~'g~_t~~OO_h___-------{ Deleted: R GalfLinks and the Caunty is interested in supplying reclaimed water to. the City; WHEREAS, the City and the Caunty have develaped plans to. extend a reclaimed water line fram the Caunty's existing canveyance pipe to. the Faster GalfLinks (Reclaimed Water Line Extensian); WHEREAS, the City and the Caunty have signed anAQ~gMg~IfQR.JlU~_~A1);:h___U-------{ Deleted: agreement AND DISTRIBUTION OF RECLAIMED WATER BETWEEN THE KING COUNTY DEPARTMENT OF NATURAL RESOURCES AND PARKS AND THE CITY OF TUKWILA ~M_~~s_~!~~!.~c:.l~!~~_~_~Y..~!~~_~~2PJ)'_~~~~~_(}.1?Ug~!.i_(}!!~_?:I1_~h_hhh</-- :leted: entitled _(fill in) dated---L!ill l~t~~~ _ _ _ _ _ _ _ _ _ _ _ _ hm __ _ _ _ _ _ __ _ _ _ - - - - - - - - oo u_ u - n _ ___ - - - - - h_ __ - - - - - - - __ - - - - - - - u_ - n -- - - - - - - - - - - 00 - - - - - - - - - - - - - - - - - - - - - - <::: "1 Deleted: detailing Wh h p' h . f h R l' d W L' E . 'II "1 Deleted: reclaimed water .. _ _ _ _ ~.r:~_~J_ _ ~_ _ _ ~m~~ _~Jrr~e_ t_ _?:t _<:~n_~~~!_lg~ _()_ _!n ~_ _ _ ~ _?:1-'!!~ _ _ _ _ _ _ ~!.er _ _ _ !!!e_ _ _ ;(!~11_~1011_ ~y"I_ - - - - - -- - - - - - - Dieted be perf armed bv the City and that certain casts far such canstructian. as set farth herein. funeds:1 \bl/HE] t REAS, the thCOlDlty, hased aVal a e 0 construct e ree alffi will be reimbursed by the Caunt)~ U____hoouu___um____noo________________n_________________hh__________ water line extension;'i - " 'i Deleted: County would like the City to take responsibility for bidding the construction of the reclaimed water line extension NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: 1.0 Construction of the Proiect A Deleted: 10 ./~-{ Deleted: 9 Page 1 of 9..0000____00_ ___uun____ 00_ nhhh_ _n_____h 00 noon _00/:/ J_ :;_ __ _ nI~_~_ ~JJx_,h P!_~P..~!J}~g _ sE~~Jfl~~_tJg!!~_ ~I1.<:i_ ~h~ _~~l:'_IJ~ _ !~_ E!~P_~!_i!!g _pJ~!!~_ f ~!~~yJ~g~ 1.- _ - - - --{ Deleted: B f~!_ _~~I)_~rr~~~Jg!! _~t !h~_ J)_~9 t~~~._T~~. JlIJ~l~J?~<?Jfi_~~J5_~n~_~haJJ_J?~_P..~9_YJ~~_<:i._~<?_ _th~ _ ~g!-!I1.t}'-I"'<:'" { Deleted: .. for review and approval. The City will publicly bid the Project in accordance with the t., ,.{ Deleted: has City's public contracting pr~ced~res..JLtJ~~_~IJP..~!_~!!U<?.\\'_~_~<:i i~n~~P.~9_Y~~t~X.!J.9JhJh~.~iXY__. \>.... Deleted: already prepared plans and and the County. then the CIty wIll award a contract to the low bIdder for constructIOn of ... ';.:.\ specifications the Proiect. Either the City or the County may reiect all bids in accordance with the \. ~\~) Deleted: plans and City'S public procurement requirements. \ \\'( Deleted: hm been (or \,\( Deleted: will \.1 Deleted: ) Deleted: ,requiring in the bid form a separate line item for (Use this clause only if Deleted: The County agrees to : reimburse the City for Construction of the reclaimed water pipe extension project described in attaclunent A [need to work : out details of funds transfer, e.g. all after : completion, or some other formula. : Probably also limit the total project cost]. ! :( Deleted: T ./.( Deleted: will be responsible ! /.<,( Deleted: proposed water line :./.:' .( Deleted: the water line 1.7. ~he City sh.all bill,th~.~_~!-!~~..f<?nh~ ~j!~<?t.~9_1)_~~r~~!jgI1._~gs!s_~ftheJ3:~~l~5~~_<:imn/.:' /,( Deleted: in Water LIne ExtenslOn,g-g~_Jh~_~~!~!)!!gE~~l~)~~<:i-.\vaJ-~~J!I1.~Jg-~h.~-g<?_ltc~l,l_~~~J?gI1.<:i_'m'Hn/ :'': D I ted B th . '11 . th b d h f h ful b'd . h k Th C' '11 b .:, e e : 0 partIes", review e ase upon t e amount 0 t e success I. WIt no mar up. e Ity WI e /:,: bids recei\'edpriorto the awarding of the responsible for the costs of inspection and construction management for construction of .// contract and either party may reject any the Reclaimed Water Line Extension .ft()I1.1.Jh~_~~!~ti!!g _~~_cl~J_~~d_.\\~~_t~!_J~_tl?-.e. g<?lf ~9.l:'!_~~_ _ //' { or alII bids. ond. / ... De eted: 10 QQ!lih 'u.n00u00 0000 .0000_00000000_00_0000 _00000000_.___000000__ 00 00 00_00 00_ 00_'0000_ 00_'_ 00 -.00. .0000 _00_._000000 n' .Hu_ 'J /,"l Deleted: 8 Page 2 of 9.._000000_ _nH_ nnnH nn_Hnn nnn_'H.n _0000_ un _ J:'" DRAFT 1.1. The City shall act as the lead agency for the construction of the Reclaimed Water Line Extension ("the Proiect") and shall accomplish the Proiect as described in Exhibit A. The City shall obtain all necessary permits and approvals for the Proiect and shall comply with the State Environmental Policy Act (SEPA) prior to construction of the Proiect. The City represents that the Proiect will be constructed entirely on City property and/or public right-of way. If any part of the Proiect is to be constructed on property other than City propertY or public right-of way. then the City shall obtain all necessary temporarv and/or permanent access easements and/or other necessary property rights to construct the Proiect. 1.3. Once a contract is awarded. the City will administer the Project contract. including keeping the records and accounting for the Project and paying the Project contractor (the "Contractor"), The City shall arrange a preconstruction conference with the Contractor after awarding the contract and invite the County to attend and participate. The parties agree that the Project shall be bid. contracted for and constructed in accordance with State and local law applicable to the City's public works proiects. The City shall make this Agreement available to prospective bidders for the construction of the Project. The City shall provide the County with a copy of the bid documents from the successful bidder. 104. The City shall. at no cost to the County. provide construction engineering and inspection of the Project based upon the plans and specifications and sound engineering practice. The City will provide copies to the County of any inspection reports for the Proiect. 1.5. The City shall initiate and coordinate final inspection of the Project and wiII follow through with completion of items listed on either the City's and/or the County's punch list. 1.6. The City shall at no additional cost provide the County with a set of "as-built" drawings of the Project work for its permanent records. within six (6) months of the final acceptance of the Proiect. applicable) DRAFT 11126/2007 1.8. Any obligations of the County beyond the cunent fiscal year are subject to local legislative appropriation of funds for the specific purpose of funding this Project in accordance with the County Charter and applicable law. 2.0. Post Construction Responsibilities 2.1.:. The City ofTukwila will own'l'J~r'?r_at~_,_~!l_~_~!!~int~i!l_~h~6_-_il!~~_piR~J!()~!!_!h~u___u_---/{ Deleted: . point of connection with the existing reclaimed water pipeline near Interurban A venue 'c-:::__{ Deleted: and South... _ _ _ _ _ _ _ u _ _ _ _ _ _ _ 00 _ _ _ _ _ _ _ _ _ 00 _ _ _ n _ __ 00 _ _ _ _ _u 00 _ _ _ _ __ _ _ _ _ _ _ _ 00 _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 00 _ _ _ _ _ _ _ 00 _ _ ,.,{ Deleted: . Deleted: [Need to spell out o,mership 2.2. As part of the consideration for this Agreement once the Project is complete. the of new pipe]. City agrees to use reclaimed water through the Extended Reclaimed Water Pipeline as a supplemental source of l.t~~l'!i}!!~~J: .i_~jg~~j~n _~()_I,l!<::~fo!_tl}~X ()~ter_Q())D.~jl1~~_._Thi~___ 00 _ m__-------{ Deleted: ~ agreement shall in no way compromise the City's water right nor its abilities to use said -......{ Formatted water right under the provisions of the Municipal Water Law. 3.0. Payment 3.1. The County agrees to reimburse the City for the actual direct cost of the construction of the Project without mark-up. The Parties' estimate of costs is shown in Exhibit B. Preliminary Cost Summary. which is attached hereto and incorporated herein by this reference. 3.2. The City shall provide the County monthly with properly executed invoices showing expenditures during the previous month on the Project. Invoices shall be based on and itemize the Contractor's payments. equipment. materials and labor expended on the Project. Invoices shall be documented to the reasonable satisfaction of the County. Properly documented invoices shall be paid by the County within forty-five (45) days of receipt by the County. Notice of any potential dispute regarding such payment request shall be made in writing within the same time period. Payment by the County shall not constitute agreement as to the appropriateness of any item or acceptance of the work so represented. Upon completion of the Project. all required adjustments related to any potential dispute for which notice has been timely given shall be made and reflected in a final payment. 3.3. Reimbursement for any costs associated with extra work or changed work must be approved in accordance with Section 4 herein. 4.0. Chanl!:es in the Work 4.1. There may be unforeseen conditions requiring immediate resolution during the construction phase of the Project such as construction disputes and claims. changed conditions and changes in the construction work. Reimbursement for increased costs for construction of the Reclaimed Water Line Extension shall be limited to costs covered by a modification. change order or extra work order approved as follows: A Deleted: 10 .,<-{ Deleted: 9 Page 3 of9.uuuuu_ ___uuun'U u_ uuuuu_ 0000_______ 00 00___/:--- DRAFT 4.1.1. Should it be determined that a change to the Project plans and specifications is required for the construction of the Reclaimed Water Line Extension. the City. through its (Fill in iob title) . shall notifv the County at least five (5) working days prior to commencing work on the changed work. 4.1.2. Any change in the Proiect. which would cause the direct construction costs to exceed the Preliminary Cost Estimate set f0l1h in Exhibit B by more than five (5) percent shall require a binding Letter of Agreement. signed by both the City's (need iob title) or his/her designee and the County's Maior Capital Improvements Section Manage~___--..--{ Deleted: ---(need job title)..-- or his/her designee. describing the.,cJ]'!!11.g~9._~~g2~gf~!:9.1:1.<_!!!l_(:Uh~__~~~j.'n~t<:~_ch~II!g~..i.Zlmm__-.----{ Deleted: - c the direct construction,_C:~~!:u__m__u__mu_uu_ __mmu_u__m_____u_uum_______n______ __u_u_ ______ _ _ ___.---- { Deleted: 'i 4.2. In the event ofa claim by the Contractor(s). each Party shall be responsible for its proportionate share based on its proportionate responsibility for the claim. PROVIDED THAT nothing in this Agreement shall be construed to make the County responsible for a Contractor(s) claim. to the extent that it is caused by the actions. inactions or responsibilities of the City and/or its agents. employees or consultants. 5.0. Indemnification._ unnmn muum n__m__h ___nnnmum ____nnmmnm _nummnm.-- Deleted: Indemnification 'i 'i The County 5.1. The County shall hold harmless. indemnify and defend the City. its officers. appointed and elected officials. employees and agents. from and against any and all claims. actions. suits. liability. loss. expenses. damages and iudgments of any nature whatsoever. including costs and attorney's fees in defense thereof. for iniury. sickness. disability or death to persons or damage to propel1V or business. to the extent caused by or arising out of the County's negligent or intentional acts. errors or omissions in the performance of this Agreement and arising by reason of the County's participation in the Project; PROVIDED. HOWEVER. that the County's obligation hereunder shall not extend to injury. sickness. death or damage caused by or arising,!?_~!_~U~.~_~g!tO.mhnm_uu__-.-----{ Deleted: negligence ofthe City. its officers. elected and appointed officials. employees or agents; PROVIDED FURTHER. that in the event of the concurrent negligence of the parties to this Agreement. the County's obligations hereunder shall apply only to the percentage of fault attributable to the County. its officers. officials. employees or agents: The County expressly and specifically agrees that its obligations under this paragraph extend to any claim. action. suit. liability. loss. expense. damage and/or iudgment brought by or on behalf of any of its appointed or elected officials. employees or agents. For this purpose. the County hereby expressly and specifically waives. with respect to the City only. any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. 5.2. The City shall hold harmless. indemnify and defend the County. its officers. appointed and elected officials. employees and agents. from and against any and all claims. actions. suits. liability. loss. expenses. damages and judgments of any nature whatsoever. including costs and attorney's fees in defense thereof. for injury. sickness. disability or death to persons or damage to property or business. to the extent caused by or arising out of the City's negligent or intentional acts. errors or omissions in the performance of this Agreement and arising by reason of the City's participation in this A Deleted: 10 /::.{ Deleted: 8 Page 4 of2,nhnn_n_n_uu.u_u________m_hnnnm_nu_u_J:-.- DRAFT 11/26/2007 Proiect PROVIDED, HOWEVER, that the City's obligation hereunder shall not extend to injury, sickness. death or damage caused by or arising out of the sole negligence of the County. its officers, elected and appointed officials. employees or agents; PROVIDED FURTHER, that in the event ofthe conCUlTent negligence of the parties to this Agreement, the City's obligations hereunder shall apply only to the percentage of fault attributable to the City, its officers, elected and appointed officials, emplovees or agents. The City expressly and specifically agrees that its obligations under this paragraph extend to any claim, action, suit, liability, loss. expense. damage and/or judgment brought by or on behalf of any of its appointed or elected officials, employees or agents. For this purpose, the City, hereby expressly and specifically waives, with respect to the County only. any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. 5.3. The City shall require the Proiect's construction contractor(s). subcontractors and suppliers of any tier to defend, indemnify and hold harmless the County. its officers, officials, and employees from any and all claims, injuries. damages. losses or suits including attorney's fees and costs, arising out of or in connection with the construction ofthe Project. .' Deleted: except for injuries and damages caused by the sole negligence of King County. 'i "-- --- --------- - - --- -- --- - ----- - - - - - -- - - - - - - -- --- - --- - ----+ - - --- - - - -- - - - --- - - - --- --- - - - - - -- - - - - - - - - - - - -- - -- - - - -- - - -- -- - - - -- -- - - - #-- 5.4. The parties hereby agree that, except as expressly set forth in this Agreement, the performance of services pursuant to this Agreement shall not constitute an assumption by the County of any of the City's obligations or responsibilities. 6.0. {uso ranee y......___.u. u__.oo u.....uu._oou.___.uu__.uu...u.u__m uuu' _u._..__....._.._..._____./ .... Deleted: (NOTE: . Depending upon the size of the Project, the insurance amounts may need to be increased to 55 million) 6.1. Prior to commencement of construction of the Proiect. the City shall cause the Contractor to maintain the following insurance coverages and provide the County with evidence thereof: 6.1.1. General Liability. Coverage shall be at least as broad as Insurance Services Office form number CO 00 01 f~y.~ti!!g.Q?MM~R_q6l:_..(;.H~tl.~M~um___umu__.......{ Deleted: Ed. 11-88 LIABILITY. $1.000,000 combined single limit per OCCUlTence and for those policies with aggregate limits, a ~_,QQ9.'_QQ9..agg~~.g!l:~~Jj!n.jU!:l.~!~~J!:lgX~9.~~~~~.?!!~_~~g1J?J.~!t:l_~_h___""/{ Deleted: 1 Operations. ExcesslUmbrella Liability coverage may be provided to satisfy the required limits. 6.1.2. Automobile Liability. Coverage shall be at least as broad as Insurance Services Office form number CA 00 O} f~y.~~j!!g_~VSX~~_~.~.AYJ.Q.~QY~M9.~:__uuu.//{ Deleted: Ed. 12190 symbol} "any auto"; or the combination of symbols 2,8, and 9. $1.000.000 combined single limit per accident. Excess/Umbrella Liability coverage may be provided to satisfy the required limits. 6.1.3. Workers' Compensation. Statutory requirements of the State of residency. Coverage shall be at least as broad as Workers' Compensation coverage. as required by the Industrial Insurance Act of the State of Washington. as well as any similar coverage required for this work by applicable Federal or "other States" State Law. A Deleted: 10 ..(.{ Deleted: 9 Page 5 of9.-um_m.u__m__.m_nnmm.mm.nnmu.mnJ:.. The City shall indemnify and hold harmless the County and its agents, contractors, officers, attorneys, emplo)'ees, Sllccessors and assigns from and against any and all liabilities, damages, claims, demands, judgments, losses, harm, costs, expenses, suits or actions caused by the negligent acts or omissions of the City... [need to hne our respecth'e legal departments re\'iewl.~ .. No Third Party Beneficiaries 'i 'i In promising performance to one another under this Agreement, tbe parties intend to create binding legal obligations and rights of enforcement in one another. The parties do not intend to create any legal obligation or promise of performance to an)' tbird par!)'. 'i .. A Deleted: 10 ,'<~,{ Deleted: 8 Page 6 of2.uuu.uu.....uuuu.uuuu__u.uu...U.h.UU__J:' DRAFT 6.1.4. Employer's Liability or "Stop Gap". Coverage shall be at least as broad as the protection provided by the Workers Compensation policy Part 2 (Employers Liability) or, in states with monopolistic state funds. the protection provided by the "Stop Gap" endorsement to the general liability policy. Limit: $ 1.000.000. P. }..... ..Ih~. ~.i~.~h~I)..~~.~!'.~.!h~. j!!~~~~I).~~ .t<?_~~.Jn~i.I)~~i~~~. ~mj J. ~~~~Q!?I).~~. .<?f!h~. .~T.<?j ~ct. _..' .,.. or for such longer time as required by the City's contract with the Contractor. 6.3. The City shall cause the Contractor(s) to name the County as an additional insured under Commercial General Liability and Business Automobile Liability Insurance with respect to primary and non-contributory limits in accordance with a standard separation of insureds clause, and the County shall be provided not less than 45 days prior written notice of cancellation (10 days with respect to cancellation for non- payment of premium) per RCW 48.18.290. 6.4. All insurers shall either be licensed to conduct business in the State of Washington and rated A-:VIl in the A,M. Best's Key Rating Guide or filed as a surplus lines placement by an authorized Washington State Surplus Lines Insurance Broker. Any form of self-insured retentions in excess of$25.000 shall be disclosed and are subject to approval by the County. 6.5. Prior to commencement of the Proiect as documentation of insurance as required hereunder. the City shall cause the Contractor(s) to provide certificates of insurance with copies of the actual additional insured policy endorsements or blanket additional insured wording statin€!: that the County is an additional insured, 7.0. The County's Relationshio to the Contractor. The City shall cause the contract between the City and the Contractor to state that for purposes of the construction of the Reclaimed Water Line Extension, the County is a third-party beneficiary of the contract including without limitation its indemnification provisions. and that all of the Contractor's representations, wananties and guarantees and those of the Contractor's suppliers of material used in the Project run to the County. Other than as stated in this paragraph with respect to the Contractor. the Parties do not intend that this paragraph or anything in this Agreement be interpreted to create any obligation or liability or promise of performance to any third party. other than the Parties, for purposes of construction of the Project. The City agrees that the contract between the City and the Contractor shall (i) state explicitly that with respect to the Proiect the County is a third party beneficiary of such contract and (ij) require the insurance described in Section 6 herein. The City will give a copy of this Agreement to the Contractor. .8.0 Termination --- ------- -- ---------------------------- ---------- -------- - --- ------- -------------- - - - - -- - -------~ 8.1. Either the City or the County shall have the right to terminate this Agreement by providing written notice to the other Party prior to the award of a construction contract for the Proiect. Deleted: 6.1.5, Builder's Risk. Builders Risk coverage shall be placed on the project and the County shall be an Additional Named Insured subject to a mortgagee clause and 'Vaiver of Subrogation.~ ~ Deleted: The Count)' shall indemnify and hold harmless the City and its agents, contractors, officers, attorneys, employees, successors and assigns from and against any and all liabilities, damages, claims, demands, judgments, losses, harm, costs, expenses, suits or actions caused by ... [need to have our respecth'e legal departments re\;ewl.1f .. The Cit\:'{ t; DRAFT I 1/2612007 ~This Agreement shall remain in effect until terminated by the mutual, written consent of the ~_i~~:mn_ hh_m___m_ ____n ___ _ _ _ mn ______ _n ____nnn _ _m _ _ n _ __ _ __ __ n _______ _ _ _ __ _ n __ _ __--- ---{ Deleted: p 9.0_ Project Records. For a period not less than six (6) yearS from the final payment to the City. the City shall keep all records and accounting pertaining to the Proiect available for inspection and audit by the County and/or the State and copies of all records. accounts. documents or other data pertaining to the Project shall be fumished upon request. Ifany litigation. claim. or audit is commenced. the records and accounts along with supporting documentation shall be retained by the City until all litigation. claim or audit finding has been resolved even though such litigation. claim. or audit may continue past the six-year retention period. 10.0. Property. Any real or personal property acquired or used by any Party in connection with this Agreement will be acquired. held. and disposed of by that Party in its discretion. and other Parties will have no joint or other interest therein. Upon termination of this Agreement. real and personal property acquired through this Agreement shall be retained or disposed of in the manner provided by law. Deleted: :\Iodification of Al!1"eement 'i -'i This Agreement may be modified only by an amendment in writing signed by each party.'i J1.0. Dispute Resolution. I 1.1. I f a dispute arises between the County and the City the Parties agree that they will attempt to resolve the issue through mutual negotiation. In the event that the Palties are not able to reach an agreement through such negotiation. the parties agree to engage in mediation in order to resolve the dispute. Mediation may be requested by either Partv. and shall be attempted prior to the institution of any lawsuit arising under this Agreement. Mediation shall be conducted under the then-current Commercial Mediation Rules of the American Arbitration Association or. if such model procedure no longer exists. some other mutually acceptable procedure. The County shall select a neutral third party mediator. who shall be subject to the reasonable approval of the City. The palties agree to share the costs of mediation equally. 11.2. This Agreement has been made pursuant to. and shall be construed according to. the laws of the State of Washington. In the event that mediation is unsuccessful and either party finds it necessary to institute legal proceedings to enforce any provision of this Agreement. such proceedings may only be brought in the Superior Court of King County. Washington. The Parties shall have the right of specific perfonnance of the terms of this Agreement. 12.0. Notices. 12.1. Unless otherwise directed in writing. notices. reports and payments shall be delivered to each party as follows: City of Tukwila: (Fill In) A Deleted: 10 ..<.{ Deleted: 9 Page 7 of9.,n____mm_n__mn_nm______mmnm_______m__/:-.. DRAFT King County: Wastewater Treatment Division KSC -NR -052 -j Deleted: 0 Attn: Kristina Westbrook j Deleted: 8 201 S. Jackson Street j Deleted: Fin In Seattle. WA 98104 -3855 Notices mailed by either Party shall be deemed effective on the date mailed. Either Party may change its address for receint of reports. notices. or payments by giving the other written notice of not Less than five (51 days prior to the effective date. 12.2. For accounting purposes, the respective Federal Tax Identification Numbers are: The City: (Fill In' The County: 91- 6001327 T 13.0 Modification of Agreement. This Agreement may be modified only by an amendment in writing signed by each party. Deleted: c X4.0 .Other Agreements Between the Parties Remain Unchanged. Deleted: Basic j Deleted: E 14.1. The Agreement for Sewage Disposal between the City and County will -j Deleted: remain unchanged by this agreement for the Foster Golf Links reclaimed water line Deleted: [May need a statement here extension. that this agreement does not change the sewer agreement between Tukwila and King County]. 14.2 The Parties shall comply with the terms set forth in theA greement for the Sale I Deleted: reclaimed water aereement and Distribution of Reclaimed Watet;.dated (Fill in). Deleted: between the City and County establishes the permitted uses and 15.0 Authority of Parties._ _The signatories below certify that they have the ohtieations of the City authority to execute this Agreement and bind heir respective governments. Exhibit A Bxhibit B KING COUNTY Description of Proiect Preliminary Cost Summary- Deleted: related to the use and distribution of reclaimed water. i c S f Deleted: doption I Deleted: 4 IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth below. \I Deleted: a By: _Theresa Jennings___ pirector, King County Department of Natural Resources Parks Dated: 2008 Page 8 of -I Deleted: 5 I Deleted: on behalf of Comment [WT1]: KLW: To be updated just prior to signing in late January j Deleted: j Deleted: 2007 I Deleted: Deleted: 10 Deleted: 8 DRAFT 11/26/2007 CITY OF TUKWILA By: [Tim Haa2ertori Title: Mayor Approved by City of Tukwila Resolution No. Dated: 2008 Dated: Page 9 of 9, 2008 Comment [Wr2]: KLW: Since will I likely be signed in 2008. I Deleted: Deleted: Deleted: 2007 Deleted: 2007 „t Deleted: 10 Deleted: 9 DRAFT 1l!26/2007 AGREEMENT BETWEEN KING COUNTY AND CITY OF TUKWILA REGARDING THE FOSTER GOLF RECLAIMED WATER EXTENSION PROJECT THIS AGREEMENT, made as of the day of ,2007, between the City of Tukwila, a municipal corporation organized and existing under the laws of the State of Washington, hereinafter referred to as "the City" by and through Tukwila Public Works Department, and King County, a political subdivision of the State of Washington, hereinafter referred to as "the County" through the King County Department of Natural Resources and Parks ("KCDNRP") (collectively, the "Parties"); WHEREAS, the County operates .!l.reclaimed water facility which produces Class A reclaimed water at its South Plant in Renton, Washington; WHEREAS, the County owns a conveyance pipe which conveys Class A reclaimed water from its plant in Renton to a site adjacent to the Foster Golf Links in Tukwila; WHEREAS, the City currently exercises a water right to the Green River to irrigate the Foster Golf Links; WHEREAS, the City and County have identified a mutual interest to preserve in-stream flow in the Green River; WHEREAS, the City is interested in using..r~_~!~}!~~~_-,:~~_t_~~J~~jg}g~~t()~_~_Uh~-"f_()~~~~__w____------{ Deleted: R Golf Links and the County is interested in supplying reclaimed water to the City; WHEREAS, the City and the County have developed plans to extend a reclaimed water line from the County's existing conveyance pipe to the Foster Golf Links (Reclaimed Water Line Extension); WHEREAS, the City and the County have signed anA.G~);::M~"!':lIYQ~_D:I~_~A1_~____m-------{ Deleted: agreement AND DISTRIBUTION OF RECLAIMED WATER BETWEEN THE KING COUNTY DEPARTMENT OF NATURAL RESOURCES AND PARKS AND THE CITY OF TUKWILA.,@~~~~_~j!!gJ_~~I_ai~~!:i_~y.~t~I:_~!ll'pb'_~~~s._()_~Jjg~ti_()!!~_~~_nnm_</-- ~~Ieted: entitle'Ufill in) dated~ rates' ----- 't: _ _ _ _ _ _L _ _ _ _ __ _ _ n _ __ __ _ _ __ u _ __ _ _ ___ _ _ _ _ _ _ _ _ n _ _ _ _ __ _ _ _ _ _ _ _ __ __ - -- - - - - - - - - - - - - - - - - - - - u_ - - - - - n - - - - - - - - - - - - - -- - - - - - - - - - - -- - - - --_____ -{ Deleted: detailing Wh h P' h 'f h R l' d W L' E ' 'II --{ Deleted: reclaimed water ereas t e artIes agree t at constructIOn 0 t e ec aIme ater me xtenslOn WI bepea-ormecn;y-ihe CfiY-auclihatcertain-costS -tor-such-c-onstructia-n~ -as-set-ta-ril; herein: - n _h -- -- - Deleted: WHEREAS, the County ~ funds available to construct the reclauned will be reimbursed by the County~hu_m____mmumhunnmm__mnh_m_m____n_mm__nmm__ waterline extension;'; - 'i Deleted: County would like the City to take responsibility for bidding the construction of the reclaimed waler line extension NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: 1.0 Construction ofthe Proiect A Deleted: 10 _-<~-{ Deleted: 9 Page 1 of2.n_____uu____h_u_n__nn_n_nnh_u____n__uuu_J// J_ :?vh _ mI~_t? _g}!)' _.i~J?~_t?R~}_~g _ ~Q~l?m~~~}!?!!~_ ~~~_ ~~~ _~~l!_~~ _!~_ 2~~P_~~}!!g _p}_~!!~_ f ~~~~J~g~ 1_ _ _ - - -- - { Deleted: B l~~__~~~_~~~l?~}!?!! _ ~(~h~_X~9l t?~~._T~_t?_ fi_~~!l'Q~l?Jn~~_t}_~!!~_~!1:~H_J?~_R~9_'(_i~~~_ _~<?__th~ _ g_~~~y )':'::~.-- { Deleted: .. for review and approval. The City will publicly bid the Proiect in accordance with the t.. ..{ Deleted: has City's public contracting pr~ced~res..JfJh~_:::t2P.:::t!_~!!Uo-,-\.:_])J.~j!>_ _:::t~PX9_Y~~L~):'_!J.<?_th.!h?_'<;:'i.ty__, \::..... Deleted: already prepared plans and and the County, then the CIty WIll award a contract to the low bidder for constructIOn of ... ':::'\ specifications the Project. Either the City or the County may reiect all bids in accordance with the \. "::'::<.'f Deleted: plans and City's public procurement requirements. \ \\'( Deleted: have been (or \.\:( Deleted: will \.1 Deleted: ) . Deleted:, requiring in the bid form a separate line item for (Use this clause only if Deleted: The County agrees to reimburse the City for Construction of the reclaimed water pipe extension project descnbed in attachment A [need to work :' out details of funds transfer, e.g. all after ! completion, or some other formula. :' Probably also limit the total project cost]. ! ,.{ Deleted: T ! .'::.{ Deleted: "ill be responsible ! .:/A Deleted: proposed water line :':/./ ,( Deleted: the water line 1.7. 'I.'he City sh.all billJ:ht?_g<?!-!~U:'J<?rJ~~_~!r~~_t_~o_n~t~~~H~~_c~~~s_ ~f~heJ~e~!aiI!l~_~______/../ .l,( Deleted: in Water Lme ExtensIOn..f~~~Jh~_~~!S~I~l!;_~~~la}_~~~_!.'{~~.er !!!1.~_ t~_tJ:l_e_g9JLc~u_~~~_p~!!d"mhm/ ,::' D I ted B th . '11 . th b d h fh fulb'd'h k Th C't 'lib ::. ee : 0 parties'" re\leW e ase upon t e amount 0 t e success I, WIt no mar up. e I y WI e ,:':': bids received prior to the awarding of the responsible for the costs of inspection and construction management for construction of // contract and either party may reject any the Reclaimed Water Line Extension,ft~!!1. th~.~~!?ti~gX~.~1~.i~~~.!.v~~.~!'.J:~.th~.lI.QJf~ol!r'~~h/',/ { or alll bIds. pond. .: ." De eted: 10 T.............. _ h...... h. n' _........ _. _........ _. _. _............. _ h..... - - -.... - -.................... -.............. .. { .....- Deleted: 8 Page 2 Of~h_h"'h_hhhh___hhh_hnhh'h.n'hhhhh_h"::--- DRAFT 1.1. The City shall act as the lead agency for the construction of the Reclaimed Water Line Extension ("the Project") and shall accomplish the Proiect as described in Exhibit A. The City shall obtain all necessary permits and approvals for the Project and shall comply with the State Environmental Policy Act (SEPA) prior to construction of the Proiect. The City represents that the Proiect will be constructed entirely on City property and/or public right-of way. If any paIt of the Project is to be constructed on property other than City property or public right-of way, then the City shall obtain all necessary temporary and/or permanent access easements and/or other necessary property rights to construct the Proiect. 1.3. Once a contract is awarded. the City will administer the Proiect contract including keeping the records and accounting for the Project and paving the Proiect contractor (the "Contractor"). The City shall arrange a preconstruction conference with the Contractor after awarding the contract and invite the County to attend and participate. The parties agree that the Project shall be bid. contracted for and constructed in accordance with State and local law applicable to the City's public works proiects. The City shall make this Agreement available to prospective bidders for the construction of the Proiect. The City shall provide the County with a copy of the bid documents from the successful bidder. 1.4. The City shall, at no cost to the County. provide construction engineering and inspection of the Project based upon the plans and specifications and sound engineering practice, The City will provide copies to the County of any inspection reports for the Proiect. 1.5. The City shall initiate and coordinate final inspection of the Proiect and will follow through with completion of items listed on either the City's and/or the County's punch list. 1.6. The City shall at no additional cost provide the County with a set of "as-built" drawings of the Proiect work for its permanent records. within six (6) months of the final acceptance of the Proiect. applicable) DRAFT Il/2612007 1.8. Any obligations of the County beyond the current fiscal year are subiect to local Iegislatiye appropriation of funds for the specific purpose offunding this Project in accordance with the County Charter and applicable law. 2.0. Post Construction Responsibilities 2..1. The City of Tukwila will own..,_PP'~!at~~~~~_l!!~im~il1_ th~_~:-_(l1~J:1_piReJl:0~Jh~mm__-------{ Deleted:. point of connection with the existing reclaimed water pipeline near Interurban A venue '<::..{ Deleted: and South..._ _ _ _ _ _ _ u.. _ 00 _ _ _ 00 _ _ 00 _ _ _ _ _. _ _ _ _ _ _n 00__ _ _ _ _ _ _ _ _ _ n _ _ _ _ _ _ _ _ _ _ n_ _. _ 00 _ _ _ n _ _ _ _ _ _ _ _ _ _ _ _ n _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ n_. _ _ _ _ _ .... .... { Deleted: . Deleted: [Need to spell out mmership 2.2. As part of the consideration for this Agreement. once the Project is complete. the of new pipe). City agrees to use reclaimed water through the Extended Reclaimed Water Pipeline as a supplemental source of.i_t_~.11!:.i.I!!~l):.i_l!.:jg~tj~nu~()_1l.r.c:~X()nh~ f.()_s.~~!_9().ltPI1_~~._.TN~______m__"-""{ Deleted: ~ agreement shall in no way compromise the City's water right nor its abilities to use said .-..---{ Formatted water right under the provisions of the Municipal Water Law. 3.0. Payment 3.1. The County agrees to reimburse the City for the actual direct cost of the construction of the Project. without mark-up. The Parties' estimate of costs is shown in Exhibit B. Preliminary Cost Summary. which is attached hereto and incorporated herein by this reference. 3.2. The City shall provide the County monthly with properly executed invoices showing expenditures during the previous month on the Project. Invoices shall be based on and itemize the Contractor's payments. equipment. materials and labor expended on the Project. Invoices shall be documented to the reasonable satisfaction of the County. Properly documented invoices shall be paid by the County within forty-five (45) days of receipt by the County. Notice of any potential dispute regarding such payment request shall be made in writing within the same time period. Payment by the County shall not constitute agreement as to the appropriateness of any item or acceptance of the work so represented. Upon completion of the Project. all required adjustments related to any potential dispute for which notice has been timely given shall be made and reflected in a final payment. 3.3. Reimbursement for any costs associated with extra work or changed work must be approved in accordance with Section 4 herein. 4.0. Chanlres in the Work 4.1. There may be unforeseen conditions requiring immediate resolution during the construction phase of the Proiect such as construction disputes and claims. changed conditions and changes in the construction work. Reimbursement for increased costs for construction of the Reclaimed Water Line Extension shall be limited to costs covered by a modification. change order or extra work order approved as follows: A Deleted: 10 /::.{ Deleted: 9 Page 3 of 2._u_uhooUUU_U_uuoo____ uun_ uuh_h._.u _ _ _ 00 _ /:/ DRAFT 4.1.1. Should it be determined that a change to the Proiect plans and specifications is required for the construction of the Reclaimed Water Line Extension. the City. through its (Fill in iob title) . shall notify the County at least five (5) working days prior to commencing work on the changed work. 4.1.2. Any change in the Proiect. which would cause the direct construction costs to exceed the PreliminalY Cost Estimate set forth in Exhibit B by more than five (5) percent shall require a binding Letter of Agreement. signed by both the City's (need iob title) or his/her designee and the County's Maior Capital Improvements Section Manage~._.......{ Deleted: --{need job tille)-- or his/her designee. describing thef.1!.f!~R~~_~~_<?Q~.<?f!!:()}:K~I1.(:Uh~u~?~j.'n~~~~.~h~l1.g~5.l1uu..........{ Deleted: . c the direct construction,.~~~L.______ .._...n.___.n......_......_..___. __.... .d.. ........... ... ............n. ... .........{ Deleted: 'i 4.2. In the event of a claim by the Contractor( s). each Party shall be responsible for its proportionate share based on its proportionate responsibility for the claim. PROVIDED THAT nothing in this Agreement shall be construed to make the County responsible for a Contractor(s) claim. to the extent that it is caused by the actions. inactions or responsibilities of the City and/or its agents. emplovees or consultants. 5.0. In demnification.. 00.. _....00.... _ '00 n.... n' 00....... n................... 00.......................... ... -.' Deleted: Indemnification 'i 'i The Countv 5.1. The County shall hold harmless. indemnify and defend the City. its officers. appointed and elected officials. employees and agents. from and against any and all claims. actions. suits. liability. loss. expenses. damages and iudgments of any nature whatsoever. including costs and attomey's fees in defense thereof. for iniury. sickness. disability or death to persons or damage to propeltv or business. to the extent caused by or arising out of the County's negligent or intentional acts. errors or omissions in the performance of this Agreement and arising by reason of the County's participation in the Proiect PROVIDED. HOWEVER. that the County's obligation hereunder shall not extend to iniury. sickness. death or damage caused by or arising.,<?~!.~U~.~.?.<?!~un___._________.......{ Deleted: negligence of the City. its officers. elected and appointed officials. employees or agents: PROVIDED FURTHER. that in the event of the concurrent negligence of the parties to this Agreement. the County's obligations hereunder shall apply only to the percentage of fault attributable to the County. its officers. officials. employees or agents: The County expressly and specifically agrees that its obligations under this paragraph extend to any claim. action. suit. liability. loss. expense. damage ancl/or iudgment brought by or on behalf of any of its appointed or elected officials. employees or agents. For this purpose. the County hereby expressly and specifically waives. with respect to the City only. any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. 5.2. The City shall hold harmless. indemnifY and defend the County. its officers. appointed and elected officials. employees and agents. from and against any and all claims. actions. suits. liability. loss. expenses. damages and iudgments of any nature whatsoever. including costs and attomey's fees in defense thereof. for iniury. sickness. disability or death to persons or damage to property or business. to the extent caused by or arising out of the City's negligent or intentional acts. errors or omissions in the performance of this Agreement and arising by reason of the City's participation in this A Deleted: 10 ...::~.{ Deleted: 8 Page 4 of 9...000000..00.. ... n. n.n.n.. ..un. nn__' .n. n .00" n/:" DRAFT 11/26/2007 Project; PROVIDED. HOWEVER. that the City's obligation hereunder shall not extend to iniury. sickness. death or damage caused by or arising out of the sole negligence of the County. its officers. elected and appointed officials. employees or agents; PROVIDED FURTHER. that in the event of the concurrent negligence of the parties to this Agreement the City's obligations hereunder shall apply only to the percentage offault attributable to the City. its officers. elected and appointed officials. employees or agents. The City expressly and specifically agrees that its obligations under this paragraph extend to any claim. action. suit liability. loss. expense. damage and/or iudgment brought by or on behalf of any of its appointed or elected officials. employees or agents. For this purpose. the City. hereby expressly and specifically waives. with respect to the County only. any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. 5.3. The City shall require the Project's construction contractor(s). subcontractors and suppliers of any tier to defend. indemnify and hold hannless the County. its officers. officials. and employees from any and all claims. injuries. damages. losses or suits including attorney's fees and costs. arising out of or in connection with the construction of the Proiect. ~-- --- - --- - - ---- -- --- --- - -- - - - - - - - ------ --.--- ----- -- - - --------- --- - ---- -- - ---- - - ---- - - -- - - - - -- - - - - - - -- - --- - - - - --- - -- - - - - --- - - - --- 5.4. The parties hereby agree that except as expressly set forth in this Agreement the perfonnance of services pursuant to this Agreement shall not constitute an assumption by the County of any of the City's obligations or responsibilities. Deleted: except for injuries and damages caused by the sole negligence of King County. 'i 6.0. Insurance y....m..u.u.um.uu....wu.mu...u...uu....w.........uu...u.......u..uu......._....... Deleted: (NOTE:. Depending upon the size of the Proj eet, the insurance amounts may need to be increased to S5 million) 6.1. Prior to commencement of construction of the Project the City shall cause the Contractor to maintain the following insurance coverages and provide the County with evidence thereof: 6.1.1. General Liability. Coverage shall be at least as broad as Insurance Services Office fonn number CG 00 0 1 f~y.~!j~~t~9M.M~R.q6b..Q~tl.J;:.&'\."h.m.mm...u_.------{ Deleted: Ed. 11-88 LIABILITY. $1.000.000 combined single limit per occurrence and for those policies with aggregate limits. a $,;?_.QQ9_...QQ9._~gfll~g5!t~.!j!!1.jU.J.1_~!~c1..i~~gJ>.~9.c1.~~t~.~!!~.~~~.PJ.t:t~.c1._mm_--/{ Deleted: I Operations. ExcesslUmbrella Liability coverage may be provided to satisfy the required limits. 6.1.2. Automobile Liability. Coverage shall be at least as broad as Insurance Services Office fonn number CA 00 01 f~y.~!jngJ~!:1.~.U'!~.~~.A~IQ.~QY~M9.~...umm..------.{ Deleted: Ed. 12190 symbol 1 "any auto"; or the combination of symbols 2.8. and 9. $1.000.000 combined single limit per accident. Excess/Umbrella Liability coverage mav be provided to satisfy the required limits. 6.1.3. Workers' Compensation. Statutorv requirements of the State of residency. Coverage shall be at least as broad as Workers' Compensation coverage. as required by the Industrial Insurance Act of the State of Washington. as well as any similar coverage required for this work by applicable Federal or "other States" State Law. A Deleted: 10 __<-{ Deleted: 9 Page 5 of 2.u uuh__uu.__.__.uuu .______u UU' __________o___u_/--- DRAFT 6.1.4. Employer's Liability or "Stop Gap". Coverage shall be at least as broad as the protection provided by the Workers Compensation policy Part 2 (Employers Liability) or. in states with monopolistic state funds. the protection provided by the "Stop Gap" endorsement to the general liability policy. Limit: $ LOOO.OOO. P- :?'. n. urh~ _ ~.i~_ ~h~l}. ~~.l!~_~_ !h~_! !!~~~~~_~~_~()_ ~~ ~~i_~!~!~_~~ _ ~~l!t.iL~~~~R!~l!.~~_ ~ f !h~.E!_()j~~!_ -.' -.... or for such longer time as required by the City's contract with the Contractor. 6.3. The City shall cause the Contractor(s) to name the County as an additional insured under Commercial General Liability and Business Automobile Liability Insurance with respect to primary and non-contributory limits in accordance with a standard separation of insureds clause. and the County shall be provided not less than 45 days prior written notice of cancellation (10 days with respect to cancellation for non- payment of premium) per RCW 48.18.290. 6.4. All insurers shall either be licensed to conduct business in the State of Washington and rated A-:VII in the A.M. Best's Key Rating Guide or filed as a surplus lines placement by an authorized Washington State Surplus Lines Insurance Broker. Any form of self-insured retentions in excess of $25.000 shall be disclosed and are subject to approval by the County. 6.5. Prior to commencement of the Project. as documentation of insurance as required hereunder. the City shall cause the Contractor(s) to provide certificates of insurance with copies of the actual additional insured policy endorsements or blanket additional insured wording stating that the County is an additional insured. 7.0. The County's Relationshio to the Contractor. The City shall cause the contract between the City and the Contractor to state that for purposes of the construction of the Reclaimed Water Line Extension. the County is a third-party beneficiary of the contract including without limitation its indemnification provisions. and that all of the Contractor's representations. warranties and guarantees and those of the Contractor's suppliers of material used in the Project run to the County. Other than as stated in this paragraph with respect to the Contractor. the Parties do not intend that this paragraph or anything in this Agreement be interpreted to create any obligation or liability or promise of performance to any third party. other than the Parties. for purposes of construction of the Project. The City agrees that the contract between the Cjty and the Contractor shall (i) state explicitly that. with respect to the Proiect. the County is a third party beneficiary of such contract and (in require the insurance described in Section 6 herein. The City will give a copy of this Agreement to the Contractor. .8.0 Termination _ u _ _ _ _ _ _ u _ _ _ _ _ _ _ _. u _ _ u _ _. _._ _ _ _ _ _ _. u _ _ _ _ __ _ _ _ u _ _ _ _ _ _ _ _ _ _. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _... _ u - - - - > 8.1. Either the City or the County shall have the right to terminate this Agreement by providing written notice to the other Party prior to the award of a construction contract for the Proiect. Deleted: 6.1.5.. Builder's Risk. Builders Risk coverage shall be placed on the project and the County shall be an Additional Named Insured subject to a mortgagee clause and \Vaiver of Subrogation. "i 'i Deleted: The County shall indemnil)' , and hold harmless tbe City and its : agents, contractors, officers, attorne~"S, : emplo)"ees, successors and assigns from : and against any and all liabilities, damages, claims, demands, judgments, losses, harm, costs, expenses, suits or actioos caused b)' ... (need to han our respective legal departments review].Oj 'i The Cin-f) 'I Tbe City sball indemnify and hold barmless tbe County and its agents, contractors, officers, attorne)"S, emplo)'ees, successors and assigns from and against any and all liabilities, damages, claims, demands, judgments, losses, harm, costs, expenses, suits or actions caused by tbe negligent acts or omissions ofthe City... [need to ha,'e our respecth'e legal departments ru'iew].'; 'I No Third Part\" Beneficiaries C; ~ . In promising performance to one anotber under tbis Agreement, tbe parties intend to create binding legal obligations and rights of enforcement in one another. The parties do not intend to create any legal obligation or promise of performance to any third party. "i .. ..( Deleted: 10 /A Deleted: 8 Page 6 of 2._0000_._00 n_n 00 _n_nn___n_h___n._ _ _ _0000. .00_0000 _/:.- DRAFT 11/26/2007 ~ This Agreement shall remain in effect until terminated by the mutual, written consent of the ~j~~~_mhmmmhhhh_mm_mmh_hmm_____hhh_____mh_hhmm___mh__m____------{ Deleted: p 9.0. Project Records. For a period not less than six (6) years from the final payment to the City. the City shall keep all records and accounting pertaining to the Proiect available for inspection and audit by the County and/or the State and copies of all records. accounts. documents or other data pertaining to the Proiect shall be furnished upon request. If any litigation. claim. or audit is commenced. the records and accounts along with supporting documentation shall be retained by the City until all litigation. claim or audit finding has been resolved even though such litigation. claim. or audit may continue past the six-year retention period. 10.0. Property. Any real or personal property acquired or used by any Party in connection with this Agreement will be acquired. held. and disposed of by that Party in its discretion. and other Parties will have no ioint or other interest therein. Upon termination of this Agreement. real and personal property acquired through this Agreement shall be retained or disposed of in the manner provided by law. )1.0. Dispute Resolution. Deleted: Modification of Al!I"eement 'i -'I This Agreement may be modified only by an amendment in \\riling signed by each party.'; 11.1. I f a dispute arises between the County and the City the Parties agree that they will attempt to resolve the issue through mutual negotiation. In the event that the Parties are not able to reach an agreement through such negotiation. the parties agree to engage in mediation in order to resolve the dispute. Mediation may be requested by either Party. and shall be attempted prior to the institution of any lawsuit arising under this Agreement. Mediation shall be conducted under the then-current Commercial Mediation Rules of the American Arbitration Association or. ifsuch model procedure no longer exists. some other mutually acceptable procedure. The County shall select a neutral third party mediator. who shall be subiect to the reasonable approval ofthe City. The parties agree to share the costs of mediation equally. 11.2. This Agreement has been made pursuant to. and shall be construed according to. the laws of the State of Washington. In the event that mediation is unsuccessful and either party finds it necessary to institute legal proceedings to enforce any provision of this Agreement. such proceedings may only be brought in the Superior Court of King County. Washington. The Parties shall have the right of specific performance of the terms of this Agreement. 12.0. Notices. 12.1. Unless otherwise directed in writing. notices. reports and payments shall be delivered to each party as follows: City of Tukwila: (Fill In) A Deleted: 10 ./A Deleted: 9 Page 7 of 2._h_ hh_h__h_ _ _ hhhhh__hhhhh __.h_ hh_ _hh .~;:.., DRAFT King County: Wastewater Treatment Division KSC -NR -0512. Attn: Kristina Westbrook, 201 S. Jackson Street Seattle. WA 98104 -3855 Notices mailed by either Party shall be deemed effective on the date mailed. Either Party may chance its address for receipt of reports. notices. or payments by giving the other written notice of not less than five (51 days prior to the effective date. 12.2. For accounting purposes. the respective Federal Tax Identification Numbers are: The City: (Fill Inl The County: 91- 6001327 13.0 Modification of Agreement. This Agreement may be modified only by an -j Deleted: amendment in writing signed by each party. 14.0 Other Agreements Between the Parties Remain Unchanged. 14.1. The Agreement for Sewage Disposal between the City and County will remain unchanged by this agreement for the Foster Golf Links reclaimed water line extension. 14.2 The Parties shall comply with the terms set forth in the.Agreement for the Sale and Distribution of Reclaimed Water dated (Fill inl. 15.0 Authority of Parties._ ,The signatories below certify that they have the authority to execute this Agreement and bindlheir respective governments. Exhibit A !Exhibit B KING COUNTY Description of Proiect Preliminary Cost Summary By: Theresa Jennings._ Dated: ,2008 pirector, King County Department of Natural Resources Parks Page 8 of 9 Deleted: 0 Deleted: 8 Deleted: Fill In j Deleted: 5 {Deleted: Basic j Deleted: 5 {Deleted: S Deleted: [May need a statement here that this agreement does not change the sewer agreement between Tukwila and King County]. I Deleted: reclaimed water aereement Deleted: between the City and County establishes the nermitted uses and oblieatinns of the City Deleted: related to the use and distribution of reclaimed water I 4 '`.1 Deleted: dootion Deleted: 5 IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth below. ss, '•,(Deleted: a Deleted: on behalf of Comment [WTI.]: KLW: To be updated just prior to signing in late January Deleted: {Deleted: 2007 Deleted: Deleted: 10 -j Deleted: 8 1 DRAFT 11/26/2007 CITY OF TUKWILA By: IJim Haggertod, Title: Mayor Approved by City of Tukwila Resolution No. Dated: 2008 Dated: 008 ___.--1 Comment [VIT2]: KIM: Since will likely be signed in 2008. 1 Deleted: Deleted: 1 Deleted: 2007 f Deleted: 2007 A Deleted: 10 Deleted: 9 Page 9 of 2,