HomeMy WebLinkAboutUtilities 2015-10-13 COMPLETE AGENDA PACKETCity of Tukwila
Utilities Committee
❖ Dennis Robertson, Chair
❖ Verna Seal
❖ De'Sean Quinn
AGENDA
Distribution:
P. Brodin
D. Robertson
R. Turpin
V. Seal
M. Hart
D. Quinn
Clerk File Copy
K. Kruller
2 Extra
Mayor Haggerton
D. Cline
e-mail cover to: A. Le,
L. Humphrey
C. O'Flaherty, D.
B. Giberson
Robertson, D. Almberg,
F. Iriarte
B. Saxton, S. Norris,
R. Tischmak
M. Hart, L. Humphrey
G. Labanara
TUESDAY, OCTOBER 13, 2015 — 5:30 PM
FOSTER CONFERENCE ROOM
(formerly known as CR #1) in the 6300 Building
Next Scheduled Meeting: Tuesday, October 27, 2015
SThe City of Tukwila strives to accommodate individuals with disabilities
Please contact the Public Works Department at 206 - 433 -0179 for assistance.
Item
Recommended Action
Page
1.
PRESENTATION(S)
2.
BUSINESS AGENDA
a) Puget Sound Energy, Inc.
a)
Forward to 10/19/15
Pg. 1
Ordinance Approving Franchise Agreement
Regular Consent Agenda
b) CBD Sanitary Sewer Rehabilitation
b)
Forward to 10/19/15
Pg. 19
Two Bid Awards
Regular Consent Agenda
c) Duwamish Gardens
c)
Forward to 10/19/15
Pg. 25
Grant Amendment — Recreation and Conservation Office
Regular Consent Agenda
d) Duwamish Gardens
d)
Forward to 10/19/15
Pg. 31
Real Estate Exchange & Purchase Agreement and Indemnity Agreement
Regular Consent Agenda
3.
ANNOUNCEMENTS
4.
MISCELLANEOUS
Future Agendas:
Next Scheduled Meeting: Tuesday, October 27, 2015
SThe City of Tukwila strives to accommodate individuals with disabilities
Please contact the Public Works Department at 206 - 433 -0179 for assistance.
Utilities Committee - 2015 Work Plan
Description
Qtr
Dept
Action or
Briefing
Status
Andover Park West /Strander New Water Main
Closeout with the TUC Transit Center
3
PW
A
58th Avenue South Water Main Replacement
Bid award
4
PW
A
Macadam Rd South Water Upgrade
Design contract
2
PW
A
Completed
Fort Dent Sewer Relocation
Design contract (301 Fund)
1
PW
A
Completed
Andover Park E Water /Sewer Main Replacement
Design contract
2
PW
A
Completed
Annual Sewer Repair Program
Bid award — Side Sewer at 56t Ave S
2
PW
A
Completed
CBD Sanitary Sewer Rehab
2015 Bid award
3
PW
A
Closeout
4
PW
A
CBD Sewer Repair
Update & Closeout
3
PW
B
Sewer Lift Station #2 Upgrades
Bid award
3
PW
A
Sewer Repair West of Strander Blvd Bridge
Bid award
4
PW
A
GIS Inventory of Sewer System
Design consultant
4
PW
A
Annual Small Drainage Program
Bid award
2
PW
A
Completed
2016 program design contract
4
PW
A
Longacres Way Project
3
PW
B
Completed
NPDES
Annual update
3
PW
B
Completed
East Marginal Way S Stormwater Outfalls
Grant acceptance
4
PW
A
East Marginal Way S Storm Pipe Replacement Construction
Status update & Closeout
4
PW
B
Tukwila 205 Levee Certification Phase 1
Funding Options (per Budget discussion)
3
PW
B
Chinook Wind
Design consultant
2016?
PW
A
OTHER
Water Asset Management Briefing
4
PW
B
King County Grant for Recycling Assistance - DCD
1
DCD
A
Complete 2/2
Briscoe Desimone Levee Update — City of Kent
1
PW
B
Complete 1/27
Zayo Franchise Agreement
1
PW
A
Completed
Utility Comprehensive Plan Review
1 -4
PW
B
In Progress
WRIA 9 ILA
1
PW
A
Completed
Plastic Bag Ban Briefing
3
1 Council
B
Completed
Standard Reports /Briefings
Frequency
Dept.
Facility Tours
As needed
PW
Waste Management Update
Annual
PW (Complete 3110)
Committee Work Plan
2X
Council, Staff
City of Tukwila Updated 9/15/15
City of Tukwila
Jim Haggerton, Mayor
INFORMATIONAL MEMORANDUM
TO:
&NayorHmggerton
Utilities Committee
FROM:
Bob Gibermmn° Public Works 0irecto
BY:
Frank Uriarte, Deputy Public Works Director
DATE:
October 9, 2015
SUBJECT:
Puget Sound Energy, Inc.
Ordinance Approving Franchise Agreement
ISSUE
Approve Ordinance for Puget Sound Energy Inc. /PSF3 Franchise Agreement.
BACKGROUND
The Tukwila Municipal Code requires all utilities using the City's i k) have a non-
exclusive franchise.
PSE has two Franchise Agreements with the City: (1) [>nJin8nn8 NO. 1178 granted 825-y88r
franchise tOWashington N8LUrd Gas [oDlp8Oy (/VNG[] to construct, maintain, and operate R
DGtu[8| gas distribution system. VVNGCmerged in 1SS78]become Puget Sound Energy.
Ordinance 1178 has expired and will b8 repealed. (2) Ordinance No. 47| granted 85O-y88[
franchise to Puget Sound Power and Light Company, now PSE, to construct, maintain, and
operate an electrical transmission and distribution system. Ordinance No. 471 expires iD2U17.
The City and FSEhave been negotiating a new franchise agreement that covers both gas and
electric services. After significant effort, both parties reached consensus on a new proposed
Ordinance.
DISCUSSION
The new dual gas and electric Franchise Agreement provides for R15-vea[non-exclusive
franchise that allows PSELOconstruct, iDGi8||, Dl8iOi8iO' and operate electric power and OaLU[8|
gas systems iO Tukwila. The natural gas service area is citywide and the attached map depicts
PSE'6 current electrical power service area. The following is @ brief summary of some ofthe
most critical franchise terms iO the proposed ordinance:
• Section 1(7). PmblicVmmprpvemmemt- BothoarUeaopentconaiderab|ehrnediSouGGing
and defining what constitutes 8 Public Improvement project. This definition is critical
because it determines which party is responsible for paying the expenses associated
with [8|OC81iDg PGE`Sf8Ci|ibeG within the franchise 8r88. For City capital projects
undertaken within the franchise area, PGEiS obligated iO pay for relocation costs.
• Section 2. Non-exclusive FramchismGramted- Thie Section defines the rights,
privileges, and authority granted to PSE. It also restricts PSE from offering other
services that are not related to 8|8Ct[iC8| power and O8tUn8| gas Op8[8hODG.
*
Sections 3 & 4. Franchise Term and ExtemsUon- DuhnQnegobotiono'bothpartieehad
significantly different preferences for the franchise term and extension. The proposed
agreement provides for an initial 15-year term with one five-year extension.
WAPW Eng\PROJECTS\Franchise\1nfo Memo PSE Franchise Ordinance 10-05-15 gl sb.docx
INFORMATIONAL MEMO
Page 2
* Section 9. City Use of PSE Poles. Upon approval by PSE and subject to some
restrictions, the City could install and maintain pole attachments and overhead wires for
police, fire, traffic control, and other noncommercial City purposes.
Section 10(E). Relocation. The relocation provision proved tObe very challenging. |tin
one Of the most critical Sections iD the Proposed Agreement. The negotiated language
OUUiOeG detailed [e|OC8tiOn p[OCedUn3S and p[OvjdHS more clarity and certainty that
capital improvement projects [equi[iDg[O|OCGUODOfP8Ef8Ci|iUeSvv)>|b88CC00p|ished
in 8UDl8|V Dl8DDer. This Section also covers funding Ob|ig8hOOS related tOthird party
public O[ private development projects th8treqUirH relocation of PGE Facilities.
°
Section 11(C). Emergency Response Plan. Franchise Agreement addresses
*
Section 15. Administrative Fees. AS specified in RC\N35.21.80U, the City io
prohibited from imposing 8 franchise fee, but PSE is SUbieCL to 8 $5,000 8dDliDiSt[8tkKe
fee.
* Section 20. Dispute Resolution. |n the event an issue regarding the terms and
0UDdid0OG of this Franchise could not be FHSOk/ed within the established UO08f[G[D8. this
Section outlines G deliberate process for parties tO follow and attempt tO resolve the
dispute.
FINANCIAL IMPACT
Under the terms Of the Franchise, PSE will be required to pay the City o$5'00Oadministrative
fee within 30 days of franchise approval by Ordinance.
RECOMMENDATION
Council iS being asked tO approve the Ordinance that will grant Gfranchise agreement LOPuget
Sound Energy and consider this item OD the Consent Agenda 81 the October 1S.2O15Regular
Meeting.
Attachments: Draft pGc Franchise Ordinance
Service Area Map
WAPW Eng\PROJECTS\Franchise\1nfo Memo PSE Franchise Ordinance 10-05-15 gi sb.docx
DRAFT
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, GRANTING A NON-EXCLUSIVE
FRANCHISE TO PUGET SOUND ENERGY, INC., A
WASHINGTON CORPORATION, TO CONSTRUCT, INSTALL,
REPLACE, MAINTAIN, REPAIR, AND OPERATE ELECTRIC
LIGHT, POWER, AND NATURAL GAS SYSTEMS IN, UPON,
OVER, UNDER, ALONG, ACROSS, AND THROUGH THE
FRANCHISE AREA; REPEALING ORDINANCE NOS. 471 AND
1178; PROVIDING FOR SEVERABILITY; AND ESTABLISHING
AN EFFECTIVE DATE.
WHEREAS, Puget Sound Energy, Inc., hereinafter referred to as "PSE," is an
investor-owned utility that, among other things, provides gas and electrical service to
residential and commercial customers in the Puget Sound region; and
WHEREAS, PSE's desired route through the City of Tukwila, hereinafter referred to
as "City," requires the use of certain portions of City rights-of-way for the installation,
operation, and maintenance of its electrical, power and natural gas systems; and
WHEREAS, the City Council has determined that the use of portions of the City's
rights-of-way is appropriate from the standpoint of the benefits to be derived by local
business and the region as a result of such services; and
WHEREAS, the City Council also recognizes that the use of public rights-of-way
must be restricted to allow for the construction of amenities necessary to serve the
future needs of the citizens of Tukwila and that the coordination, planning, and
management of the City's rights-of-way is necessary to ensure that the burden of costs
for the operations of non-municipal interests are not borne by the citizenry; and
WHEREAS, the Revised Code of Washington (RCW) authorizes the City to grant
and regulate non-exclusive franchises for the use of public streets, right-of-ways, and
other public property for transmission of natural gas and electrical power;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
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Section 1. Definitions. The following terms contained herein, unless otherwise
indicated, shall be defined as follows:
I. CRj4* The City of Tukwila, a municipal corporation of the State of
Washington, specifically including all areas incorporated therein as of the effective date
of this ordinance and any other areas later added thereto by annexation or other means.
2. Facilities: Any and all:
a. natural gas distribution systems including, but not limited to, gas pipes,
pipelines, mains, laterals, conduits, feeders, regulators, meters, meter-reading devices
and (subject to Section 2, paragraph B) communication systems;
b. electric transmission and distribution systems including, but not limited
to, poles (with or without crossarms), wires, lines, conduits, cables, braces, guys,
anchors and vaults, meter-reading devices, and (subject to Section 2, paragraph B)
communication systems; and
.c. any and all other equipment, appliances, attachments, appurtenances
and other items necessary, convenient, or in any way appertaining to any and all of the
foregoing, whether the same be located over or under ground.
3. Force Majeure, Event. Any event, occurrence or circumstance (or
combination thereof) beyond the reasonable control of the affected party including, but
not limited to, acts of God, acts of terrorism, war, riots, civil disturbances, acts of nature,
natural disasters, floods, tornadoes, earthquakes, unusually severe weather conditions,
unforeseen labor conditions, acts or omissions of third parties, and/or acts or omissions
of the other party.
4. Franchise Area: Any, every and all of the roads, streets, avenues, alleys,
highways and public rights-of-way of the City as now laid out, platted, dedicated or
improved; and any, every and all roads, streets, avenues, alleys, highways and public
rights-of-way that may hereafter be laid out, platted, dedicated or improved within the
present limits of the City as such limits may be hereafter extended.
5. Person: An entity or natural person.
,6. PSE. Puget Sound Energy, Inc., a Washington corporation, and its
successors and assigns.
7. Public Improvement. Any construction, alteration, repair, realignment,
widening or other improvement (collectively "Improvement") of the right-of-way within
the Franchise Area for purposes of public welfare, health, or safety, that is undertaken
by or on behalf of the City and is funded by the City (either directly with its own funds or
any other public monies obtained by the City). The term "Public Improvement" shall
include any such improvement or repair undertaken by the City that requires the
relocation of PSE's Facilities within the Franchise Area even if the improvement or
repair entails, in part, related work performed for a third party municipality under a valid
interlocal agreement between the City and such municipality (except to the extent the
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relocation of PSE's Facilities is caused by the work done for such third party), but shall
not include, without limitation, any other improvements or repairs undertaken by or for
the benefit of third party entities.
8. Ordinance: This ordinance, which sets forth the terms and conditions of
this Franchise.
Section 2. Non-exclusive Franchise Granted.
A. The City hereby grants to PSE, subject to the terms and conditions prescribed
in this ordinance (this "Franchise"), the franchise, right, privilege and authority to set,
erect, lay, construct, extend, support, attach, connect, enlarge, replace, repair, monitor,
maintain, use and operate Facilities in, upon, over, under, along, across and through the
Franchise Area to provide for the transmission, distribution and sale of natural gas and
energy for power, heat and light, and any other purposes-for which natural gas and
electrical energy may be used. Except as expressly provided above in this paragraph
(Section 2, paragraph A), PSE shall not by this Franchise obtain any vested rights to
use any portion of the Franchise Area other than in the locations approved by the City
and then only subject to the terms and conditions of this Franchise.
B. This Franchise specifically does not authorize PSE to place Facilities or to
otherwise use Facilities within the Franchise Area for the purpose of offering to provide
telecommunications, cable television, point-to-point data communications, or similar
services to the public either via wire or wireless technologies regardless whether these
services are provided to any person outside PSE's organization, unless approved by a
separate agreement; provided that this paragraph does not restrict PSE's ability to:
1. Use telemetric devices, meters or other Facilities to monitor and operate its
electrical or natural gas systems or the usage of electrical or gas energy; or
2. Permit third parties to attach wires and equipment to PSE Facilities within
the Franchise Area if PSE is obligated to do so under applicable laws or regulatory
requirements and/or PSE contractually obligates the third party to have sufficient rights
independent of this Franchise to use and operate within the relevant portion of the
Franchise Area.
C. This Franchise shall not be deemed to be an exclusive franchise and shall in no
way prohibit or limit the City's ability to grant other franchises, permits, or rights along,
over, through or under the Franchise Area that do not unreasonably interfere with PSE's
rights under this Franchise. This Franchise shall in no way interfere with existing
utilities or in any way limit, prohibit, or prevent the City from using the Franchise Area or
affect the City's jurisdiction over the Franchise Area so long as the City undertakes such
use and exercises such jurisdiction in a manner consistent with the terms of this
Franchise.
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D. This Franchise shall not limit any right available to the City under applicable law
to acquire, construct, own, operate, and maintain a municipal electric or gas utility at
any time within the Franchise Area, and in all respects to exercise such right in
accordance with applicable laws.
E. Upon acceptance by PSE, this Franchise shall supersede the existing
Franchise entered between the City and PSE on March 17, 1967, authorized by Tukwila
Ordinance No. 471. Accordingly, the existing Franchise shall have no further force or
effect as of the effective date of this Franchise except as to those terms and conditions
that survive termination.
F. This Franchise shall not convey any right to PSE to install Facilities on or to
otherwise use City-owned or leased properties or easements outside of the Franchise
Area; provided, however, this Franchise shall convey the right to PSE, subject to the
terms and conditions herein, to maintain, repair and operate Facilities lawfully installed
pursuant to and in conformance with any prior franchise agreements with the City
regardless of whether said Facilities are outside the Franchise Area; provided that
existing Facilities installed or maintained by PSE on public grounds and places within
the City in accordance with prior franchise agreements (but which such Facilities are not
within the Franchise Area as defined in this Franchise) may continue to be maintained,
repaired and operated by PSE at the location such Facilities exist as of the effective
date of this Franchise for the term of this Franchise, but no such Facilities may be
enlarged, improved or expanded without the prior approval of the City pursuant to
applicable ordinances, codes, resolutions, standards and procedures.
G. This Franchise shall not govern or apply to Facilities located on PSE-owned or
leased properties or easements (whether inside or outside of the Franchise Area,
whether granted by a private or public entity, and whether now existing or hereafter
acquired) and such Facilities are not, and will not be deemed to be, located pursuant to
rights derived from this Franchise or pursuant to rights otherwise granted by the City.
Section 3. Franchise Term. The initial term of this Franchise shall be 15 years
from the effective date of this Franchise. This Franchise shall not take effect and PSE
shall not have rights under this Franchise unless a written acceptance with the City is
received pursuant to Section 5 of this Franchise.
Section 4. Franchise Extension. Upon PSE's written request for an extension,
the City may, at its discretion, extend this Franchise for up to one 5-year extension
pursuant to Section 19 provided that: (a) PSE is not in material breach of the terms and
conditions of this Franchise; and (b) the terms and conditions of this Franchise conform
to then-existing state laws or, if such terms and conditions do not conform to then-
existing state laws, PSE is willing to amend this Franchise to bring it to compliance with
such state laws. Subject to conditions set forth above, the additional term shall be on
the same terms and conditions as set forth in this Franchise, except as reflected in any
written amendment(s) signed by both parties. PSE shall give notice to renew this
Franchise for the additional term at least 90 days, but no more than 6 months, prior to
the expiration of this Franchise.
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Section 6. Acceptance of Terms and Conditions. The full acceptance of this
Franchise and all the terms and conditions, substantially in the form attached hereto as
Exhibit A, shall be filed with the City Clerk within 30 days of the effective date of this
ordinance. Failure on the part of PSE to file said acceptance within 30 days of the
effective date of this ordinance shall void and nullify any and all rights granted under this
Franchise.
Section 6. Authority. The Director of Public Works or his or her designee is
hereby granted by the City the authority to administer and enforce the terms and
provisions of this Franchise on behalf of the City.
Section 7. Right -of -Way Management. During the term of this Franchise, PSE
shall comply with the provisions of Title 11 of the Tukwila Municipal Code, known as the
"Right-of-Way Use Code;" provided, however, in the event of any conflict or
inconsistency of such provisions with the terms and conditions of this Franchise, the
terms and conditions of this Franchise shall govern and control; provided, further,
nothing herein shall be deemed to waive, prejudice or otherwise limit any right of appeal
afforded PSE by.City codes and ordinances.
Section 8. Restoration of Franchise Area.
A. Except as may be otherwise provided in a warranty or maintenance bond, at
any time during the term of this Franchise, if a PSE Facility or trench within the Franchise
Area causes a street to crack, settle, or otherwise fail, the City will notify PSE of the
deficiency and PSE agrees to restore the deficiency and repair the damage within 30
days of written notice by the City, unless the City determines that a shorter time period is
necessary to protect the property or the life, health, or safety of any individual.
B. For purposes of this section, "street" shall mean all City-owned improvements
within a Franchise Area right-of-way including, but not limited to, the following:
pavement, sidewalks, curbing, above- and below-ground utility facilities, and traffic
control devices.
C. In the event that PSE should fail in its restoration responsibilities set forth in
Section 8, paragraph A above, and such failure continues for a period of 10 days after
PSE receives written notice from the City regarding such failure, the City may, but in no
event is' obligated to, perform or contract for such work and, thereafter, PSE shall, upon
the City's written request, reimburse the City for the reasonable costs incurred by the
City in having such work performed.
Section 9. City Use of PSE Poles.
A. During the term of this Franchise, and with respect to poles which are Facilities
and which are (a) wholly owned by PSE and (b) within the Franchise Area, the City,
subject to PSE's prior written consent which shall not be unreasonably withheld, may
install and maintain City-owned overhead wires upon such poles for police, fire, traffic
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control and other non-commercial municipal communications purposes. The foregoing
rights of the City to install and maintain such wires are further subject to the following:
1. Such installation and maintenance shall be done by the City at its sole risk
and expense, in accordance with all applicable laws, and subject to such reasonable
requirements as PSE may specify from time to time (including, without limitation,
requirements accommodating PSE's Facilities or the facilities of other parties having the
right to use PSE's Facilities).
2. PSE shall have no obligation arising under the indemnity and insurance
provisions of this Franchise as to any circumstances directly or indirectly caused by or
related to such City-owned wires or the installation or maintenance thereof.
3. PSE shall not charge the City a fee for the use of such poles in accordance
with this section as a means of deriving revenue therefrom; provided, however, nothing
herein shall require PSE to bear any cost or expense. in connection with such
installation and maintenance by the City.
B. During the term of this Franchise, the City shall have the right, subject to PSE's
prior written ,consent which shall not be unreasonably withheld, and subject to such
reasonable rules and regulations as may be prescribed by PSE from time to time, and
subject to the limitations prescribed by RCW 70.54.090 or any other applicable law, to
post City signs on PSE's utility poles which are Facilities within the Franchise Area.
Section 10. Construction Provisions and Standards.
A. Conformance with Law and Regulations. All activities in the Franchise Area
performed by or on behalf of Franchisee shall be governed by applicable City codes,
ordinance, rules, regulations and standards in effect at the time a completed application
is filed for any required permits, and if no permits are required, at the time the activities
are conducted within the Franchise Area; provided, however, in the event of any conflict
or inconsistency of such ordinances with the terms and conditions of this Franchise, the
terms and conditions of this Franchise shall govern and control; provided, further,
nothing herein shall be deemed to waive, prejudice or otherwise limit any right of appeal
afforded PSE by City codes and ordinances.
B. Coordination. All work and inspection shall be coordinated with the
Engineering Division of the Public Works Department to ensure consistency with City
infrastructure, future City capital improvement projects, all developer improvements, and
pertinent City codes and ordinances; provided, however, in the event of any conflict or
inconsistency of such codes or ordinances with the terms and conditions of this
Franchise, the terms and conditions of this Franchise shall govern and control;
provided, further, nothing herein shall be deemed to waive, prejudice or otherwise limit
any right of appeal afforded PSE by City codes and ordinances.
C. No Interference. Any construction, installation, maintenance, and restoration
activities performed by or for PSE within the Franchise Area shall be constructed and
located so as to not unreasonably interfere with the free passage of pedestrian and
vehicular traffic.
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D. "One-Call" Location and Liability. Nothing in this Franchise is intended (nor
shall be construed) to relieve the parties of their respective obligations arising under
applicable state law with respect to determining the location of utility facilities, and each
party will comply with all such state laws in the performance of this Franchise.
E. Relocation.
1. Whenever the City causes or authorizes a Public Improvement to be
constructed within the Franchise Area, and such Public Improvement requires the
relocation of PSE's then-existing Facilities within the Franchise Area (for purposes other
than those described in Section 10, paragraph E.3. below), the City shall provide PSE,
within a reasonabI6 time prior to commencement of such Public Improvement, with
written notice requesting such relocation along with plans for the Public Improvement
that are sufficiently complete to allow for the initial evaluation, coordination and the
development of a relocation plan. The City and PSE shall cooperate and coordinate in
good faith in connection with the planning and completion of the relocation work
required to accommodate the Public Improvement and shall meet at a time and location
reasonably -determined by the City to discuss the project requirements, including critical
timelines, schedules, construction standards, utility conflicts, as-built requirements, and
other pertinent relocation plan details. In connection with the planning and scheduling
of such relocation work:
a. PSE shall provide to the City, at PSE's expense, reasonable
information then available to PSE relating to the relocation work, including a detailed
schedule of relocation activities, identification of affected Facilities of PSE, identification
of critical path and long lead time items, relocation procedures and other design,
technical and/or operational requirements for the relocation work; and
b. the City shall consult with PSE and consider the extent of the Facilities
to be located, the service requirements, the construction sequence for relocation and
other information furnished by PSE in developing a mutually acceptable relocation plan.
2. After PSE's receipt of the City's notice and plans described in Section 10,
paragraph E.1. above, PSE shall relocate the affected PSE Facilities within the
Franchise Area at no charge to the City in accordance with the schedule set forth in the
relocation plan, if such plan is mutually agreed upon, or the City's order to relocate. In
calculating the date that relocation must be completed, the City shall consult with PSE
and consider the extent of Facilities to be relocated, the service requirements, and the
construction sequence for the relocation, within the city's overall project construction
sequence and constraints, to safely complete the relocation. Except as a result of a
Force Majeure Event, and except for temporary relocations of Facilities needed to
accommodate a Public Improvement, if the City requires the subsequent and unplanned
relocation of any Facilities within 5 years from the date of relocation of such Facilities
pursuant to Section 10, paragraph E, the City shall bear the entire cost of such
subsequent relocation.
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3. Whenever (a) any public or private development within the Franchise
Area, other than a Public Improvement, requires the relocation of PSE's Facilities within
the Franchise Area to accommodate such development; or (b) the City requires the
relocation of PSE's Facilities within the Franchise Area for the benefit of any person or
entity other than the City, then in such event, PSE shall have the right as a condition of
such relocation, to require such developer, person or entity to make payment to PSE, at
a time and upon terms acceptable to PSE, for any and all costs and expenses incurred
by PSE in the relocation of PSE's Facilities.
4. Any condition or requirement imposed by the City upon any person or
entity, other than PSE, that requires the relocation of PSE's Facilities shall be a required
relocation for purposes of Section 10, paragraph E.3 above (including, without limitation,
any condition or requirement imposed pursuant to any contract or in conjunction with
approvals or permits for zoning, land use, construction or development); provided,
however, in the event (a) the City reasonably determines (and promptly notifies PSE in
writing of such determination) that the primary purpose of imposing such condition or
requirement upon such person or entity is to cause the construction of a Public
Improvement to be undertaken within a segment of the Franchise Area on the City's
behalf, and (b) such Public Improvement is reflected in and consistent with the City's
then-current six-year Capital Improvement Program, then only those costs and
expenses incurred by PSE in integrating and reconnecting such relocated Facilities with
PSE's other Facilities shall be paid to PSE by such other person or entity, and
Franchisee shall otherwise relocate its Facilities within such segment of the Franchise
Area in accordance with the provisions of Section 10, paragraphs E.1 and E.2.
5. PSE may, after receipt of written notice requesting a relocation of its
Facilities pursuant to Section 10, paragraph E, submit to the City written alternatives to
such relocation. The City shall evaluate such alternatives and advise PSE in writing if
one or more of the alternatives are suitable to accommodate the work, which would
otherwise necessitate relocation of the Facilities. If requested by the City, PSE shall
submit additional information to assist the City in making such evaluation. In the event
the City ultimately determines, in its sole discretion, that there is no other reasonable
alternative, PSE shall relocate its Facilities as otherwise specified in Section 10,
paragraph E.
.6. Nothing in Section 10, paragraph E, "Relocation," shall require PSE to bear
any cost or expense in connection with the location or relocation of any Facilities then
existing pursuant to easement or other rights not derived from this Franchise,
regardless of whether such easement or other rights are on public or private property
and regardless of whether this Franchise co-exists with such easement or other rights.
F. Removal or Decommissioning In Place.
1. Whenever PSE permanently discontinues use of any above ground or at
grade Facilities within the Franchise Area, PSE shall comply with all applicable
standards and requirements prescribed by the City of Tukwila Public Works Department
for the removal or decommissioning in place of such Facilities, so long as such
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standards and requirements are not inconsistent with the provisions of this Franchise or
with any regulatory obligations of PSE to third party users of such Facilities. No above
ground or at grade Facilities constructed or owned by PSE and located within the
Franchise Area may be permanently decommissioned in place without the express
written consent of the City.
2. Whenever PSE permanently discontinues use of, and leaves in place, any
underground Facilities within the Franchise Area, PSE shall submit to the City a plan for
the permanent decommissioning of such Facilities. If the parties thereafter determine
that the removal of any such Facilities is required to avoid a conflict with a Public
Improvement undertaken by the City, PSE will, upon request by the City, remove any
such Facilities that 'require removal in accordance with Section 10, paragraph E, and the
relocation procedures. The parties will work together in good faith to avoid or minimize
the need to remove any underground Facilities within the Franchise Area that are
permanently discontinued and left in place by PSE.
Section 11. Franchise Compliance.
A. Franchise Violations. The failure by PSE to fully comply with any of the
provisions of this Franchise may result in a written notice from the City that describes
the violations of this Franchise and a request to cure such violations within 60 days of
receipt of such notice. If PSE has not cured the violations in all material respects at the
end of the 60-day period following receipt of the violation notification, the City may, by
ordinance, declare an immediate termination of this Franchise unless such cure was not
reasonably possible within that 60-day period.
B. Other Remedies. Nothing contained in this Franchise shall limit either party's
available remedies in the event of a material breach of any provisions of this Franchise
by the other party to include, but not limited to, a party's right to a lawsuit for specific
performance and/or damages; provided that, if PSE's performance of this Franchise or
of any obligations hereunder is prevented or substantially restricted or interfered with by
reason of any Force Majeure Event, PSE shall be excused from such performance to
the extent of and for the duration of such prevention, restriction or interference.
C. Emergency Response Plan. During the term of this Franchise, PSE shall
have a written emergency response plan and procedure. PSE's emergency plans and
procedures shall designate PSE's responsible local emergency response officials and a
direct 24-hour emergency contact number for PSE.
Section 12. Insurance. PSE shall procure and maintain for the duration of this
Franchise, and for so long thereafter as PSE shall have Facilities in the Franchise Area,
adequate insurance, or in lieu thereof provide self-insurance, against all claims for
injuries to persons or damage to property which may arise from or in connection with
the exercise of the rights, privileges and authority granted hereunder to PSE, its agents,
representatives or employees.
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Section 13. Permits and Approvals. Except as expressly set forth in this
Franchise, PSE shall not be relieved from any obligation to obtain approvals or
necessary permits from applicable federal, state, and City authorities for all activities of
PSE within the Franchise Area.
Section 14. Assignment.
A. The rights, privileges, benefits, title, or interest provided by this Franchise shall
not be sold, transferred, assigned, or otherwise encumbered, without the prior written
consent of the City, with such consent not being unreasonably withheld or delayed. No
such consent shall be required for a transfer in trust, by other hypothecation, or by
assignment or any rights, title, or interest in PSE's system in order to secure
indebtedness. Further, PSE shall have the right, without notice or consent, to mortgage
its rights, benefits and privileges in and under this Franchise for the benefit of
bondholders.
B. In any transfer of this Franchise that requires the consent of the City under
Section 14,-,paragraph A, PSE shall, at the City's request, provide information readily
available to PSE that bears on the transferee's technical ability and financial capability
to comply with the obligations and terms required under this Franchise. The
qualifications of any transferee shall be determined by hearing before the City Council
and the approval to such transfer shall be granted by resolution of the City Council,
which approval will not be unreasonably withheld or delayed.
Section 15. Administrative Fees. As specifically provided by RCW 35.21.860,
the City may not impose a franchise fee or any other fee or charge of whatever nature
or description upon PSE. However, as provided in RCW 35.21.860, the City may
recover from PSE actual administrative expenses incurred by the City that are directly
related to: (a) receiving and approving a permit, license or this Franchise, (b) inspecting
plans and construction, or (c) preparing a detailed statement pursuant to
Chapter 43.21 C RCW. To the extent consistent with the foregoing, PSE shall be
subject to a $5,000 administrative fee for reimbursement of costs associated with the
preparation, processing, and approval of this Franchise.
Section 16. Notices. Any notice to be served upon the City or PSE shall be
delivered to the following addresses respectively:
City of Tukwila
Office of the City Clerk
6200 Southcenter Boulevard
Tukwila, WA 98188
Puget Sound Energy, Inc.
Community and Business Services
Attn: Municipal Liaison Manager
P.O. Box 90868 BOT-1 G
Bellevue, WA 98009-0868
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Section 17. Indemnification.
A. PSE shall indemnify, defend and hold harmless the City, its elected officials,
employees, agents and volunteers, from any and all claims and demands made against
it on account of injury or damage to the person or property of another, to the extent such
injury or damage is caused by the negligent acts or omissions of PSE, its agents,
servants, officers or employees in performing activities authorized by this Franchise;
provided, however, that in the event any such claim or demand be presented to or filed
with the City, the City shall promptly notify PSE thereof, and PSE shall have the right, at
its election and at its sole cost and expense, to settle and compromise such claim or
demand; provided further, ' that in the event any suit or action is begun against the City
based 'upon any such or demand, the City shall likewise promptly notify PSE
thereof, and PSE shall have the right, at its election and its sole cost and expense, to
settle and compromise such suit or action, or defend the same at its sole cost and
expense, by attorneys of its own election. This covenant of indemnification shall
include, but not be limited to, claims against the City arising as a result of the negligent
acts or omissions of PSE, its agents, servants, officers or employees in barricading,
instituting trench safety systems, or providing other adequate warnings of any
excavation, 'Construction of work in any right-of-way or other public place in performance
of work or services permitted under this Franchise. It is further specifically and
expressly understood that, solely to the extent required to enforce the indemnification
provided herein, PSE waives its immunity under RCW Title 51; provided, however, the
foregoing waiver shall not in any way preclude PSE from raising such immunity as a
defense against any claim brought against PSE by any of its employees.
B. Inspection or acceptance by the City of any work performed by PSE at the time
of completion of construction shall not be grounds for avoidance of any of these
covenants of indemnification. Said indemnification obligations shall extend to claims
that are not reduced to a suit and any claims that may be compromised prior to the
culmination of any litigation or the institution of any litigation.
C. In the event any claim or demand for which indemnification is provided under
Section 17, paragraph A, is presented to, or suit or action is commenced against, the
City based upon any such claim or demand, the City shall promptly notify PSE thereof,
and PSE may elect, at its sole cost and expense, to settle and compromise such suit or
action, or defend the same with attorneys of its choice. In the event PSE refuses to
undertake the defense of any suit or any claim for which indemnification is provided
under Section 17, paragraph A, after the City's request for defense and indemnification
has been made pursuant to the indemnification clauses contained herein, and PSE's
refusal is subsequently determined by a court having jurisdiction (or such other tribunal
that the parties shall agree to decide the matter) to have been a wrongful refusal on the
part of PSE, then PSE shall pay all the of the City's cost and expenses for defense of
the action, including reasonable attorney's fees of recovering under this indemnification
clause, as well as any judgment against the City.
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D. Should a court of competent jurisdiction determine that this Franchise is subject
to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to
persons or damage to property caused by or resulting from the concurrent negligence of
PSE and the City, its officers, employees and agents, PSE's liability hereunder shall be
only to the extent of PSE's negligence.
Section 18. Severability. If any section, sentence, clause or phrase of this
ordinance is held to be invalid or unconstitutional by a court of competent jurisdiction,
such invalidity or unconstitutionality shall not affect the validity or constitutionality of any
other section, sentence, clause or phrase of this Franchise. The parties may amend,
repeal, add, replace or modify any provision of this Franchise by mutual written
agreement to pres6rve the intent of the parties as expressed herein prior to any finding
of invalidity or unconstitutionality.
Section 19. Amendment.
A. This Franchise may be amended only by written instrument, signed by both
parties, which specifically states that it is an amendment to this Franchise and is
approved and executed in accordance with the laws of the State of Washington.
Without limiting the generality of the foregoing, this Franchise shall govern and
supersede and shall not be changed, modified, deleted, added to, supplemented or
otherwise amended by any permit, approval, license, agreement or other document
required by or obtained from the City in conjunction with the exercise (or failure to
exercise) by PSE of any and all rights, benefits, privileges, obligations or duties in and
under this Franchise, unless such permit, approval, license, agreement or other
document specifically:
1. references this Franchise; and
2. states that it supersedes this Franchise to the extent it contains terms and
conditions that change, modify, delete, add to, supplement or otherwise amend the
terms and conditions of this Franchise.
B. In the event of any conflict or inconsistency between the provisions of this
Franchise and the provisions of any such permit, approval, license, agreement or other
document, the provisions of this Franchise shall control.
Section 20. Dispute Resolution.
A. The parties recognize that cooperation and communication are essential to
resolving issues quickly and efficiently. If any dispute arises in regard to the terms or
conditions of this Franchise, then the parties shall meet and engage in good faith
discussions with the objective of settling the dispute within 10 days after either party
requests such a meeting. If the parties cannot resolve the dispute within such 10-day
period, the parties will, upon the written request of either party, seek to resolve the
dispute in accordance with the following dispute resolution process:
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1. Level One. A representative from PSE and the City's Public Works
Director shall meet to discuss and attempt to resolve the dispute in a timely manner. If
these representatives cannot resolve the dispute within 14 calendar days after referral
of the dispute to Level One, either party may, by written notice to the other party, refer
the dispute to Level Two.
2. Level Two. In the event either party properly refers the dispute to Level
Two, a different PSE representative and the City Administrator shall meet to discuss
and attempt to resolve the dispute in a timely manner. If these representatives cannot
resolve the dispute within 14 calendar days after referral of the dispute to Level Two,
either party may, by written notice to the other party, refer the dispute to Level Three.
3. Level Three. In the event either party properly refers the dispute to Level
Three or the dispute is not resolved at Level Two within 14 calendar days after referral
of that dispute to Level Two, either party may seek resolution of the dispute through
litigation or other judicial proceedings in the King County Superior Court.
B. Notwithstanding Section 20, paragraph A, or any other provision of this
Franchise to the contrary, with respect to any dispute arising under this Franchise,
either party may commence litigation or other judicial proceedings within 30 days prior
to the date after which the commencement of litigation could be barred by any
applicable statute of limitations or other law, rule, regulation, or order of similar import or
in order to request injunctive or other equitable relief necessary to prevent irreparable
harm. In such event, the Parties will (except as may be prohibited by judicial order)
nevertheless continue to follow the procedures set forth in Section 20, paragraph A.
Section 21. Police Powers. Franchisee acknowledges that its rights hereunder
are subject to the police powers of the City to adopt and enforce ordinances reasonably
necessary to protect the health, safety and welfare of the public.
Section 22. Future Rules, Regulations, and Specifications. PSE acknowledges
that the City may develop rules, regulations, and specifications, including a general
ordinance or other regulations, governing utility operations in the City that are not
inconsistent with the provisions of this Franchise. Such general ordinances and
regulations shall thereafter govern PSE's activities hereunder; provided, however, in the
event of any conflict or inconsistency of such rules, regulations, specifications or
ordinances with the terms and conditions of this Franchise, the terms and conditions of
this Franchise shall govern and control; provided, further, nothing herein shall be
deemed to waive, prejudice or otherwise limit any right of appeal afforded PSE by City
codes and ordinances; provided further, however, that in no event shall such rules,
regulations, specifications or ordinances:
1. materially interfere with or adversely affect PSE's rights pursuant to and in
accordance with this Franchise; or
2. be applied in a discriminatory manner as it pertains to PSE and other
similar user of such facilities.
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Section 23. Reservation of Rights. Subject only to the provisions of this
Franchise, the City expressly reserves all of its rights, authority and control arising from
any relevant provisions of federal, state or local laws granting the City rights, authority
or control over the public rights-of-way or the activities of the Franchisee.
Section 24. Filed Tariffs. This Franchise is subject to the provisions of any
applicable tariff on file with the Washington Utilities and Transportation Commission or
its successor. In the event of any conflict or inconsistency between the provisions of
this Franchise and such tariff, the provisions of such tariff shall control.
Section 26. Repealer. Ordinance Nos. 471 and 1178 are hereby repealed.
Section 26. Corrections by City Clerk or Code Reviser. Upon approval of the
City Attorney, the City Clerk and the code reviser are authorized to: correct clerical
errors; references to other local, state or federal laws,•codes, rules, or regulations; or
ordinance numbering and section/subsection numbering.
Section 27. Effective Date. This ordinance or a summary thereof shall be
published in -the official newspaper of the City, and shall take effect and be in full force
five days after passage and publication as provided by law.
PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at
a Regular Meeting thereof this _ day of 2015.
ATTEST/AUTHENTICATED:
Christy O'Flaherty, MMC, City Clerk
Rachel B. Turpin, City Attorney
Jim Haggerton, Mayor
Filed with the City Clerk:
Passed by the City Council:
Published:
Effective Date:
Ordinance Number:
Attachment: Exhibit A — Acceptance of Franchise and Performance Guarantee
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EXHIBIT A
(Form of Acceptance of Franchise)
Puget Sound Energy, Inc.
Acceptance of Franchise and Performance Guarantee
Franchise issued pursuant to Ordinance No. and accepted
20
1, , am the I
and (am the authorized representative to) accept the above-referenced Franchise on
behalf of . I certify that this Franchise and all
terms and conditions thereof are accepted by , without
qualification or reservation and that unconditionally
guarantee(s) performance of all such terms and conditions.
DATED this _ day of 20,
By
Its
Tax Payer I D#
STATE OF
ss.
COUNTY OF
I certify that I know or have satisfactory evidence that is
the person who appeared before me, and said person acknowledged that said person signed
this instrument, on oath stated that said person was authorized to execute the instrument and
acknowledged it (as the of a
corporation,) to be the free and voluntary act of such corporation/individual
for the uses and purposes mentioned in the instrument.
Dated this —day of 120
(Signature of Notary)
152171171R. "111
Notary Public in and for the State of
residing at
My appointment expires
I VA
City of Tukwila
Jim Haggerton, Mayor
TO:
Mayor Haggerton
FROM:
Utilities Committee
Bob
Engineers
Giberson, Public Works Director
BY:
Mike Cusick, Senior Program Manager
DATE:
October 9, 2015
SUBJECT:
CBD Sanitary Sewer Rehabilitation
Contingency 20%
Project No. 91140203
105,692.90
Bid Awards
ISSUE
Award contract to Michels Corporation for the 2015 Central Business District (CBD) Sanitary Sewer Rehabilitation
Project and Olson Brothers - Pro -Vac, LLC for the 2015 Sanitary Sewer Manhole Rehabilitation Project.
In 2013, the Council approved the CBD Sanitary Sewer Rehabilitation Project. Since 2013 the Central Business
District has experienced 3 sewer main collapses. The 2015 CBD Sanitary Sewer Rehabilitation Project will address
deterioration of the approximately 50 -year old sanitary sewer pipes by relining the pipe with little impact to roadways
and minimal excavation. The 2015 Sanitary Sewer Manhole Rehabilitation Project will restore 9 manholes that have
deteriorated due to age and hydrogen sulfide gases being released by the sewage flowing through the manholes. As
slip - lining sewer mains and restoring manholes is different and specialized work, two separate contracts were
prepared.
ANALYSIS
Seven bids were received on September 29, 2015. Two bids were submitted after the published time that they were
due and were not considered. One bid was opened for the slip - lining project and four bids were opened for the
manhole rehabilitation project. All bids were reviewed and tabulated (see attached sheet). No errors were discovered
in any of the bid submittals. Michels Corporation submitted the apparent low bid of $528,464.52 for the 2015 CBD
Sewer Rehabilitation Project and Olson Brothers -Pro Vac, LLC submitted the apparent low bid of $105,068.10 for the
2015 Sanitary Sewer Manhole Rehabilitation Project.
Both Michels Corporation and Olson Brothers - Pro -Vac, LLC have previously performed work for the City that was
found to be satisfactory. The Engineer's Estimate for both phases of the project was $749,270.00
BUDGET AND BID SUMMARY
Engineers
Estimate
Bid Amount Budget
Michels Corporation
$ 655,329.03
$ 528,464.52 $ 819,000.00
Contingency 20%
105,692.90
634157.42
Olson Brothers -Pro Vac LLC
$105,068.10
Contingency 20%
93,941.15
21,013.62
126 081.72
Grand Total
74 2,, 70.18
7 0.239.14 819 000.00
IV1
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INFORMATIONAL MEMO
Page 2
With the awarding of the two separate bid items at $528,464.52 and $105,068.10 respectively, we also have 820%
contingency OO each Uf the projects, ThDCODdDggOCy@DOuOLof812O.O81.72Mk1O5'OO8]U8Od$21,O13.02\isUlg
allowable expense that the Mayor will b8 able to approve for any change orders to the construction contracts. |fat
any time the project OV8rrUDsih8COOUOggOCy80OUOtStad will return N Committee and Council for approval.
RECOMMENDATION
Council is being asked hDaward the construction Cd the 2015CBD Sanitary Sewer Rehabilitation Project k)the
Michels Corporation iO the amount O($528.484.52.
Council iG being asked tO award the construction Of the 2O15 Sanitary Sewer Manhole Rehabilitation Project N0SOO
Brothers-Pro Vac, LLCiO the amount Of$1U5.U08.1O.
Council iS being asked N consider both Of these items OO the Consent Agenda 81 the October 19'2O15Regular
Meeting.
Attachments: Page 71.2O15QP
Map
Bid Tabulation
20
w:\Pwsng\Pnosuro\A-mwproj"ms\000 Sewer Rehabilitation wn*02umxm° Memo uv`5mm Sewer Bid Award 10-0915 pm Edits wpcgl-S»ooc,
CITY OF TUKWILA CAPITAL PROJECT SUMMARY
2015 to 2020
PROJECT: CBD Sanitary Sewer Rehabilitation Project No. 91140203
DESCRIPTION: The asbestos concrete pipe in the CBD (commercial business district) is approximately 45 years old and
becoming soft. Slip lining the pipe will reinforce the strength with little impact to roadways and minimal excavation.
JUSTIFICATION: If the pipe collapses, the street will have to be excavated and the cost of the repairs will be significant. In the
last five years we have had two major pipe failures on Andover Park West.
STATUS: A Public Works Trust Fund loan was successfully obtained in 2012 for construction.
MAINT. IMPACT: Reduced maintenance and repair costs.
COMMENT: The limits of the 2013 project is APW to APE from Minkler Blvd to S 180th St and will now include the repair
to the sewer under the railroad tracks.
FINANCIAL Through Estimated
(in $000's) 2013 2014 2015 2016 2017 2018 2019 2020 BEYOND TOTAL
EXPENSES
Design
159
33
20
20
20
20
20
292
Land (R /W)
0
Const. Mgmt.
87
120
120
120
120
120
687
Construction
639
900
900
900
900
900
5,139
TOTAL EXPENSES
159
759
1,040
1,040
1,040
1 1,040
1 1,040
1 0
0
6,118
FUND SOURCES
Awarded Grant
0
PWTF /Proposed PW
45
250
455
750
Mitigation Actual
0
Mitigation Expected
0
Utility Revenue
114
509
585
1,040
1,040
1,040
1,040
0
0
5,368
TOTAL SOURCES
159
759
1,040
1,040
1,040
1,040
1,040
0
0
6,118
2015 - 2020 Capital Improvement Program 71 21
PA
HCENT fR PARKWAY
SO0THCENZE
AZTECA
LEGEND
2014 MAIN TO RELINED WITH CIPP (COMPLETE)
2015 MAIN TO RELINED WITH CIPP
- -- -- 2016 MAIN TO RELINED WITH CIPP
2017 MAIN TO RELINED WIT- CIPP
2018 MAIN TO RELINED WITH CIPP
SOUTHCENTER PARKWAY
LEVITZ
N
C�
SR 18}
WEST VAtt-
CASCADE
AVE SOUrH
ANDOVER PARK WEST,.. ;<
ANDOVER
PARK WEST
INDUSTRY DR.
SPERRY DR
CHRISTENSEN
PUBLIC WO ' DEPT.
- ENOINEERINO- STREETS- WATER - SEWER- PARKS- UILDIN -
SR 181 WEST V,1ZEr HIGHWAY-
awRItNAV00. ■ (aUff Log
r. m ob.
RENTON
by date
d.don.d
shocked - --
rql .w
Pre) filo
field bk
CITY OF TUKWILA
CBD SANITARY SEWER REHABILITIATION SCHEDULE
City of Tukwila
2015 Central Business District Sanitary Sewer Rehabilitation and Sewer Manhole Rehabilitation
CONTRACT 1- BASE BID - 2015 CBD SANITARY SEWER REHABILITATION (CURED -IN -PLACE PIPE)
Item
No.
1.13
1.14
Item Description
Mobilization
Traffic Control- Flagger Labor (Minimum Bid of $36.17)
Traffic Control - Off -Duty Uniformed Police Officer
Project Temporary Traffic Control
Pre - Cleaning Video Inspection
Clean and Prep Sewer Prior to Construction
Video Inspection Prior to Construction
Provide, Install, and Manage Wastewater Bypasses
8 -inch Main Line Cured -in -Place -Pipe (CIPP)
12 -inch Main Line Cured -in -Place -Pipe (CIPP)
8 -inch Main Line Cured -in -Place -Pipe (CIPP) Pre -liner
12 -inch Main Line Cured -in -Place -Pipe (CIPP) Pre -liner
Trenchless Lateral and Outside Manhole Drop Connection
Reinstatement and Packer Injection Grouting
Force Account - Additional Clean and Prep of Sewer Prior to Construction
Engineer's Estimate
Michels Corporation
Quantity
Unit
Unit
Price
Engineer's
Amount
Unit Price +
Amount
1
LS
$43,800
$ 43,800
$ 22,465.00
$ 22,465.00
208
HR
68
14,040
62.25
12,948.00'
32
HR
72
2,304
72.00
2,304.00
1
LS
22,400
22,400
30,250.00
30,250.00
1
LS
8,200
8,200
12,120.00
12,120.00
1
LS
16,300
16,300
20,619.00
20,619.00
1
LS
8,200
8,200
13,357.00
13,357.00
1
LS
22,800
22,800
7,992.00
7,992.00
4,986
LF
45
224,370
36,00
179,496.00
1,524
LF
60
91,440
45.00
68,580.00
750
LF
6
4,500
2.00
1,500.00
230
LF
10
2,300
3.00
690.00
14
EA
700
9,800
903.00
12,642.00
15
HR
750
11,250
535.00
8,025.00
Subtotal
$ 481,704.00
4,095.00
$ 392,988.00
Sales Tax
45,761.88
20,000.00
37,333.85
Contract 1- Base Bid
$ 527,465.88
EA
$ 430,321.86
CONTRACT 1- BID ALTERNATE NO. 1- 2015 CBD SANITARY SEWER REHABILITATION (CURED -IN -PLACE PIPE)
Item
No.
1.A1
1.A2
1.A3
1.A4
1.A5
1.A6
1.A7
1.A8
1.A9
1.A10
1.A11
Item Description
Mobilization
Traffic Control - Flagger Labor (Minimum Bid of $36.17)
Project Temporary Traffic Control
Pre - Cleaning Video Inspection
Clean and Prep Sewer Prior to Construction
Video Inspection Prior to Construction
Provide, Install, and Manage Wastewater Bypasses
8 -inch Main Line Cured -in -Place -Pipe (CIPP)
8 -inch Main Line Cured -in -Place -Pipe (CIPP) Pre -liner
Trenchless Lateral and Outside Manhole Drop Connection
Reinstatement and Packer Injection Grouting
Force Account - Additional Clean and Prep of Sewer Prior to Construction
CONTRACT 2 - 2015 SANITARY SEWER MANHOLE REHABILITATION
Item
No.
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
2.16
Item Description
Mobilization /Demobilization
Traffic Control- Flagger Labor (Minimum Bid of 536.17)
Traffic Control - Off-Duty Uniformed Police Officer
Project Temporary Traffic Control
Temporary Erosion Control
Provide, Install and Manage Wastewater Bypasses
Rechannel Manhole
MH Preparatory Work, Chemical Grouting, and Cementitious Grouting
Manhole Coating
Chip and Grout Pipe Penetrations (per Pipe Penetration)
Root Control and Removal
Remove Existing Drop Connection
Install Drop Connection
Remove and Replace Existing Ladder
Remove and Replace Existing Ring and Cover
Restoration
Engineer's Estimate
Michels Corporation
Quantity
Unit
Unit Price
Engineer's
Amount
Unit Price
Amount
1
LS
$10,700
$ 10,700
$ 2,806.00
$ 2,806.00!
64
HR
68
4,320.00
$ 62.25
$ 3,984,00'
1
LS
7,400
7,400.00
$ 3,660.00
$ 3,660.00
1
LS
2,100
2,100.00
$ 4,550.00
$ 4,550.00
1
LS
4,100
4,100.00
$ 5,387.00
$ 5,387.00
1
LS
2,100
2,100.00
$ 3,400.00
$ 3,400.00
1
LS
5,700
5,700.00
$ 4,058.00
$ 4,058.00
1,608
LF
45
72,360.00
$ 33.50
$ 'r 53,868.00
240
LF
6
1,440.00
$ 2.00
$ 480.00
4
EA
700
2,800.00
$ 1,190.00
$ 4,760.00
5
HR
750
3,750.00
$ 535.00
$ `, 2,675.00
3,000.00
$ 116,770.00
3,000.00
$ 89,628.00
9.5% Sales Tax
11,093.15
5,000
8,514.66
1- Bid Alternate No. 1
$ 127,863.15
975.00
$ 98,142.66
528,464.52
Engineer's Estimate
Olson Bros Pro Vac
Realm
RI Alia
Road Construction NW
Engineer's
Quantity
Unit
Unit Price
Amount
Unit Price
Amount
Unit Price
Amount
Unit Price
Amount
Unit Price
Amount
1
LS
$8,000
$ 8,000
$ 1,600.00
$ 1,600.00
$ 10,000.00
$ 10,000.00
$ 5,000.00
$ 5,000.00
$ 17,000.00
$ 17,000.00
114
HR
$67.50
7,695
68.90
7,854.60
50.00
5,700.00
37.00
4,218.00
60.00
6,840.00
48
HR
$72
3,456
72.00
3,456.00
72.00
3,456.00
72.00
3,456.00
72.00
3,456.00
1
LS
$13,800
13,800
16,250.00
16,250.00
3,900.00
3,900.00
3,000.00
3,000.00
3,000.00
3,000.00
1
LS
55,000
5,000
100.00
100.00
975.00
975.00
500.00
500.00
7,000.00
7,000.00
1
L5
$5,000
5,000
4,095.00
4,095.00
9,000.00
9,000.00
20,000.00
20,000.00
60,000.00
60,000.00
5
EA
$1,200
6,000
960.00
4,800.00
1,040.00
5,200.00
4,000.00
20,000.00
1,300.00
6,500.00
9
EA
$540
4,860
1,068.60
9,617.40
2,860.00
25,740.00
4,000.00
36,000.00
2,300.00
20,700.00
2
EA
$3,500
7,000
1,800.00
3,600.00'
3,800.00
7,600.00
9,000.00
18,000.00
7,700.00
15,400.00
12
EA
$840
10,080
345.80
4,149.60
985.00
11,820.00
1,000.00
12,000.00
625.00
7,500.00
3
EA
$300
900
300.00
900.00
975.00
2,925.00
1,000.00
3,000.00
625.00
1,875.00
2
EA
$360
720
1,170.00
2,340.00
850.00
1,700.00
3,500.00
7,000.00
700.00
1,400.00
3
EA
$1,440
4,320
3,000.00
9,000.00
2,775.00
8,325.00
4,400.00
13,200.00
3,300.00
9,900.00
2
EA
$480
960
975.00
1,950.00
1,250.00
2,500.00
4,300.00
8,600.00
650.00
1,300.00
5
EA
$1,000
5,000
5,148.00
25,740.00
3,600.00
18,000.00
900.00
4,500.00
750.00
3,750.00
1
LS
$3,000
3,000
500.00
500.00
2,500.00
2,500.00
5,000.00
5,000.00
7,000.00
7,000.00
Subtotal
$ 85,791.00
$ 95,952.60
$ 119,341.00
$ 163,474.00
$ 172,621.00
9.5 % Sales Tax
8,150.15
9,115.50!
11,337.40
15,530.03
16,399.00
Contract 2 - Base Bid
$ 93,941.15
$ 105,068.10
$ 130,678.40
$ 179,004.03
$ 189,020.00
W: \PW Eng \PROJECTS \A - SW Projects \CBD Sewer Rehabilitation (91140203) \2015 CBD SEWER PROJECTS Bid Tab 09- 29- 15.xlsx
10/06/2015
City of Tukwila
Jim Haggerton, Mayor
TO:
K8myorHoommrtom
Utilities Committee
FROM:
Bob G;beramn, Public Works Director
By:
Ryan Larson, Senior Program Manager
DATE:
October 9,2Q15
SUBJECT:
Project No. 90630102, Agreement No. 14-102
Grant Amendment — Recreation and Conservation Office
ISSUE
Approve 8 grant amendment with the Washington State Recreation and Conservation Office
(RCO) for additional construction funding for the Duwamish Gardens Project.
BACKGROUND
The City acquired the QUVV8[niSh Gardens site in2O08 for restoration 8Ga salmon habitat site
with minor park elements. The project's d8Gign'p8mOittiDg.8Ddde00|iUOD,8rHCO0p|ehe8Dd
construction will begin this spring.
The City entered into Agreement No. 14-1O2 with RCOtO provide construction funding for the
DUw80iSh Gardens project. ThiS8gr8808Dt8GSUpp|eOO8Dt8dprOvdes3tOb]|Of$1'1S9.434
in construction funding and requires $381,523 in matching funds, which can come from any
combination Of other available funding. Construction costs for the project VV8r8hiQhe[th8D
estimated and staff was able to secure an additional $200,000 in construction funding from
RCO.
ANALYSIS
The Recreation and Conservation Office developed a grant amendment that will provide the
additional $200,000 in construction funding for Duwamish Gardens. With this increased
funding |eVe|. the City iGalso required to provide $200,000 in 8ddiUOD8| matching funds,
bringing the 1Oi8| RCO D13tCh nBqUiFeDlSDt to $581.523. AS with the p[8vinUS g[8Di 8QreeOQeO[
these funds can be matched using any other non-RCO grant or City funds. A total of
$1.565.000 is available in OOO-F(C[) grant funding, which covers the total FlC(] On8iCh
requirement. The other grant funding iG from the King Conservation District ($3OOk) and the
King County Flood CODtFO| District ($1.265m).
161"91TT4,11-OTTIxt Me,,
Council is being asked to approve a grant amendment with the Washington State R8C[B@dOD
and Conservation Office for $2OO'0OOiO additional grant funding for DUVV8n0iSh Gardens and
consider this item 0O the Consent Agenda 8t the October 10.2O15 Regular Meeting.
Attachment: RCQ Amendment to Project Agreement
ww
WPW Eng\PRuJECmW DR Proj=m0u°=ishoardens 06-DR02m06301 Funding Request #2kinfo Memo mm Construction Grant Amendmen'2.docx
WASHINGTON STATE
Recreation and
Conservation Office Amendment to Project Agreement
Project Sponsor: City of Tukwila Project Number: 13-1099R
Project Title: Duwamish Gardens Restoration Amendment Number: 2
Amendment Type:
Cost Change
Amendment Description:
The project agreement is increased by $163,577 of 2011-13 PSAR return funds awarded by the Puget Sound
Partnership in their letter dated August 27, 2015 and $36,423 of 2015-17 PSAR funds awarded by WRIA 9 on the
2015 SRFB Project Funding List, and $200,000 in additional sponsor match bringing the total project agreement
amount to $1,980,957 to afford higher than anticipated construction costs.
Project Funding:
The total cost of the project for the purpose of this Agreement changes as follows:
Agreement Terms
In all other respects the Agreement, to which this is an Amendment, and attachments thereto, shall
remain in full force and effect. In witness whereof the parties hereto have executed this Amendment.
TITLE: Dire for
DATE: I
Pre-approved as to form:
BY: /S/
Assistant Attorney General
City of Tukwila
AGENCY:
BY:
TITLE:
DATE:
PSAR Project Cost Change Amendment 26
State Buildina Construction Account RCW 77.85, WAC 420
AMENAGR1.RPT
Old Amount
New Amount
Amount
%
Amount
%
RCO - PSAR
$872,081.00
55.16%
$1,072,081.00
54.12%
RCO - SALMON ST PROJ
$327,353.00
20.71%
$327,353.00
16.52%
Project Sponsor
$381,523.00
24.13%
$581,523.00
29.36%
Total Project Cost
$1,580,957.00
100%
$1,980,957.00
100%
Admin Limit
$0.00
0.00%
$0.00
0.00%
A&E Limit
$139,004.25
9.64%
$174,173.89
9.64%
Agreement Terms
In all other respects the Agreement, to which this is an Amendment, and attachments thereto, shall
remain in full force and effect. In witness whereof the parties hereto have executed this Amendment.
TITLE: Dire for
DATE: I
Pre-approved as to form:
BY: /S/
Assistant Attorney General
City of Tukwila
AGENCY:
BY:
TITLE:
DATE:
PSAR Project Cost Change Amendment 26
State Buildina Construction Account RCW 77.85, WAC 420
AMENAGR1.RPT
Amendment Agreement Description
Project Sponsor: City ofTukwila
Project Title: Duwamish Gardens Restoration
Project Number: 13-1099 R
Amendment Number: 2
Agreement Description
City of Tukwila proposes to complete Duwamish Gardens estuary restoration project, creating valuable shallow water
habitat and native riparian vegetation on a 2.34 acre site owned by the City (Acq 06-2199) and on adjacent WADNR
aquatic lands. The site is located on the right bank of the Duwamish River immediately downstream of river mile 7.0
between the Codiga Farms restoration at RK8 8.5 and North Wind's Weir restoration at 0M G.4' in the high priority
Duvvanniah Estuary "transition zone" between fresh and salt water. Off channel and shallow water habitats in this stretch
of the Duwamish are needed to provide opportunities for juvenile Chinook to move out of the main channel to habitats
where they can feed and rear. Longer residence times in the estuary allow for larger, healthier smolts prior to ocean
mnigration, and thuo, improved survival. The property is among the largest available site for habitat restoration remaining
in the Ouvvamiehcorridor.
The new habitat will be created by excavating 30.000 cubic yards of material to establish approximately ~0.89 acre of
shallow water mudflat and marsh habitat, and —1 .24 acre of restored riparian area. Additional park enhancements will
include e eme|| parking |ot, pedestrian tnai|, and river viewpoint, to be installed with non'SRFB funds, Interpretive signs
and/or art work will feature the cultural history of the area and ecological features of the site.
wm
nn4r 0-1
Amendment Eligible Scope Activities
Project Sponsor: City ofTukwila Project Number: 13-1O09
Project Title: Duvvomish Gardens Restoration Project Type: Restoration
Program: Puget Sound Auq.&Restoration Amendment #: 2
Restoration Metrics
W�orksite #1,Duwam'sh Gardens
Ta����m��E8U�P8�2��
Chi����m�P���u�ESU.
-
Chum Salmon-Puget Sound/Strait of
Acres of Estuary Created (C.9.q.2):
Georgia ESU, Coho8a|mon-Puget
Estuarine planting or native plant establishment (C'9.r'1)
Sound/Strait ofGeorgia ESU, Pink
Acres ufEstuarine planting or native plant establishment (C.Q.r.3):
Salmon-Odd year E8U.
Exclusion devices (C.9.p.1)
8tee|head-pugat Sound DpS
Targeted species (non-EGUapeoies):
Bull Trout, Cutthroat, Rainbow, 8earun
Regrading mf slope (C'9.i.1)
Cutthroat
Project Identified |no Plan or Watershed Assessment (C.O.o):
{3reen/Duvvannieh and Central Puget
Removal of existing fill material (C.9'g.1)
Sound Watershed Resource Inventory
Acres of Estuary Treated through fill material removal (C.0.g.2):
Area (VVR|AQ) Steering Committee,
General restoration activities
August 2OO5. Salmon Habitat Plan '
Making Our Watershed Fit for a King.
Prepared for the VVR|A8 Forum. King
County, 201 S. Jackson 8t.. Suite OUO.
Seattle, WA, 881O4.
Type Of Monitoring (C.Od.1):
Implementation Monitoring
Estuarine / Nearshore Project
Total Amount Cf Estuarine / Nearohone Acres Treated (C.Q.b)�
0.9
Creation of new estuarine area (C'9.q.1)
Acres of Estuary Created (C.9.q.2):
0.9
Estuarine planting or native plant establishment (C'9.r'1)
Acres ufEstuarine planting or native plant establishment (C.Q.r.3):
1.2
Exclusion devices (C.9.p.1)
Acres Treated with exclusion devices (C.9.p.2):
0.5
Regrading mf slope (C'9.i.1)
Acres of Estuary Treated through slope regrading (C.9.i.2):
0.9
Removal of existing fill material (C.9'g.1)
Acres of Estuary Treated through fill material removal (C.0.g.2):
O�S
General restoration activities
Restoration fencing and gates
Number ofgates: O
Linear feet offencing: 800
Traffic control
Utility relocation /reconnection
Utilities relocated /reconnected: Comrnunioation, Pmmer, Sewer, Storm
sewer, Water
Cultural Resources
Cultural resources
Includes investigations that have already
been completed monitoring and data
recovery during construction, and
mitigation which are eligible
pre-agreement expenses, not included
/n scope of design grant.
Permits
Obtain permits
28
AELIGREURPT September 23, 2015 Page: 1
Amendment Special Conditions
Project Sponsor: City ofTukwila Project Number: 13-1099 R
Project Title: Duwamish Gardens Restoration Amendment Number: 2
Special Conditions
FEDERAL FUND INFORMATION
This project is match to the following federal funding source (s) and the same provisions apply as if this project were funded by
the federal funding aourue(n)eoa federal aubowand.
Federal Agency: US Environmental Protection Agency
Catalog of Federal Domestic Assistance Number and Name: 6O.123- Puget Sound Action Agenda
Federal Award Identification Number: PC'OUJ32101
Federal Fiscal Year: 2O151
Federal Award Date: 12/29/2010
Total Federal Award: $12.289.099
Federal Award Project Description: Technical Investigations and Implementation Assistance Program
If federal funding information is included in this section, this Agreement is funded by a federal subaward from a portion of the total
federal award. This funding io not research and development (R&D).
If the sponsor's total federal expenditures are $750,000 or more during the sponsor's fiscal year, the sponsor is required to have
a federal single audit conducted for that year in compliance with 2 C.F.R Part 2OU. Sub Part F- Audit Requirements, Section 5OO
(2013). The sponsor must provide a copy of the final audit report to RCO within nine months of the end of the sponosor's fiscal
year, unless a longer period is agreed to in advance by the federal agency identified in this section.
RCO may suspend all reimbursements if the sponsor fails to timely provide a single federal audit; further the RCO reserves the
right to suspend any RCO Agrements with the sponsor is such noncompliance is not promptly cured.
Comply with Attachment A: The sponsor agrees to comply with Attachment A "EPA ProvisionSrfor Puget Sound Estuary and
Restoration Projects". Attachment /\io incorporated by this reference auif fully set forth herein. This project io used aastate
match for the National Estuary Program administered by the U.S. Environmental Protection Agency. An such, the EPA
Provisions are required in addition to the RCO standard Terms and Conditions.
Disclosure notice:
Projects funded with state Salmon Recovery Funding Board and Puget Sound Acquisition and Restoration money may be used
by RCO, the Puget Sound Partnership or Northwest Indian Fisheries Commission as match to one of the following federal
assistance agreements: 1) United States Department of Commerce Catalog of Federal Domestic Assistance Number 11.438, or
2) United State Environmental Protection Agency Catalog of Federal Domestic Assistance Numbers 66.123 and 66.456.
Cultural Resources Consultation:
This project is subject to the National Historic Preservation Act, Section 106, and therefore appears to be exempt from Governor's
Executive Order 05-05 Archaeological and Cultural Resources (EO 05-05) as described in Section 9 of this project agreement. In
order for this project toboexempt from EOO5-05. the Section 108 Area of Potential Effect (APE) must include all
ground-disturbing activities subject to this project agreement, including the restoration staging area. The sponsor is encouraged
to work with the federal permitting agency to align the Section 106 APE with the scope of work subject to this project agreement.
If the APE does not include all ground-disturbing activities subject to this project agreement, promptly notify the RCO grant
manager, as this will require RCO to initiate cultural resources consultation following EO 05-05 for those activities not included in
the federal APE. Completion of this consultation and a Notice to Proceed from RCO will be required before these
ground-disturbing activities can begin.
State OwmedAquaboiands:
Habitat Restoration on State Owned Aquatic Lands: The in-water portion of this project occurs on state-owned aquatic lands
managed by the Department of Natural Resource (DNR) on behalf of the State of Washington. The project sponsor must work
with DNR's Aquatic Land Managers to secure a lease, an easement or a right of entry, as authorization to complete the
restoration work. It is important for the sponsor to coordinate early with the appropriate Land Manager to avoid project delays.
See the DNR Land Manager Coverage Map for contact information in your project area
(<<http://www.dnr.wa.gov/Publications/agr land manager ). Additional information on State-owned aquatic lands can
be found in Section 2 of Manual 18 (2012).
w*1
xepe000mo.nPT Sootember24.2U15 Paoe1
Amendment Special Conditions
Contaminated Soils Remmdiation Ineligible
In 2004 Gary Struthers Associates, Inc (GSA) conducted a Phase 11 Environmental Site Assessment (ESA) for Sound Transit
on the site, and in 2008 a supplemental Phase 11 ESA was completed. One or more of the soil samples contained
concentrations slightly or moderately exceeding the State of WA Model Toxics Control Act (MTCA) Method A or B soil cleanup
levels (see Attachment 43 for additional infomnuUon).
Sponsor acquired the property with funding from PRISM No. O6-21QQ
(https:Hsecure.rco.wa.gov/prism/search/projectsnapshot.aspx?ProjectNumber=06-2199). Acquisitions Manual 3 (2010) p 46
states that "Purchase of property contaminated with any hazardous substance not meeting the MTCA's standards is ineligible
for RCO grant funding." In order to avoid a compliance issue, sponsor agreed to bear the site clean-up and remediation costs.
|n the letter from RCOto sponsor dated Nov 22.2011.RCD agreed that the clean-up can be delayed to coincide with the
restoration work provided that by December 31, 2015 the site would be clean, or there would be a fully-funded plan in place
for clean-up (0G-21QQ PRISM Attach 50
httpo:Voecuro.ruo.wa.gov/phem/ooamh/ProiedSnapohotAttachmentData.aopx?id=129874).
Before putting this project out to bid, the sponsor will secure approval from RCO on a plan to 1) manage the contaminated soil
clean-up and remediation in compliance with applicable state and federal laws and 2) segregate associated clean-up costs
from the restoration project excavation costs. The costs of the contaminated soil clean-up including soil removal,
transportation, and disposal are ineligible for reimbursement or match under this project agreement.
Construction Design Deliverables:
The project will meet the standards for Design and Restoration Project Deliverables described in Manual 1O Appendix D
"Construction and "Design Build" Deliverables." The preliminary and final design was completed with funding from Project
Agreement No. 10-1605. For this project agreement, the sponsor must provide As-built design documents at completion of
P8A R funded projects:
The Puget Sound Partnership approved $70.084.53in2O11-2013PSAR funding be allocated to the project no part ofCost
Change Amendment #1, and an additional $163,577 in 2011-13 PSAR funding be allocated to the project aa part ofCost
Change Amendment #2. PSP requires this funding be fully expended and an invoice submitted to RCO for approval by
October 30, 2015 in order to have the funding fully drawn down by November 30, 2015.
Any signage or press materials must acknowledge the Puget Sound Acquisition and Restoration Fund as well as RCO as a
fund source.
wm
="` ."~= o..."
City of Tukwila
T{]: Mayor Haggerton
Utilities Committee
FROM: Bob Gibsxomn' Public Works Director
'���-"�
By: Ryan Larson, Senior Program Manager
[}ATE: October 9'2O15
SUBJECT 0uwmmishGondema
Project No. 9OG3O1O2
Real Estate Exchange &, Purchase Agreement and Indemnity Agreement
ISSUE
Approve the Real Estate Exchange & Purchase Agreement and the Indemnity Agreement with
Amalfi Investments, L.L.C.
BACKGROUND
The Duwamish Gardens habitat site is under construction with completion scheduled for Winter
2016. During the design process, Amalfi Investments, the property owner located north of and
west of the Duwamish Gardens site, offered to exchange a portion of their property located west of
the site and along the Duwamish River for a smaller portion of the city-owned site located along
East Marginal Way S and On the northern portion of the site.
ANALYSIS
Staff, working with WRIA9 staff, determined that the proposed new site configuration offered
additional project area as well as additional shoreline property that would beanet benefit for the City
project. This property exchange would allow a greater area to be developed into usable habitat
elements and would also allow the site to be contiguous with the proposed Chinook Wind property,
now under the ownership of King County.
Staff contracted with King County Real Estate Services ho appraise the property' work with the
various granting agencies for approval of the property exchange, and to negotiate 8 Real Estate
Exchange and Purchase Agreement. The Real Estate Exchange agreement outlines both parties'
responsibilities inthe exchange and the overall purchase price. The agreement calls for the City to
pay Amalfi Investments a total of $7,200.00 for the land exchange as determined by the real estate
appraiser. In the property exchange, the portion of land that the City is acquiring has a higher land
value compared [othe portion Of land that the City iaselling.
A separate Indemnity Agreement was also developed that clarifies the City's responsibilities
regarding the construction of Duwamish Gardens and the stability of the newly constructed slopes.
In the Indemnity Agreement, the City agrees to repair any damage or instability to the Amalfi
property resulting from the excavation of the Ouvvannieh Gardens site.
RECOMMENDATION
Council ia being asked [O approve the Real Estate Exchange & Purchase Agreement and the
Indemnity Agreement with Almalfi Investments and consider this item on the Consent Agenda 81
the October 1S'2O15 Regular Meeting.
Attachment: Land Exchange Map
Real Estate Exchange & Purchase Agreement
Indemnity Agreement
wm
WAPW EngTROJECnSW DR ProjectsTuwa~ Gardens 06-DR02 (90630102)wcquisitiomTanummange\INFO MEMO Real Estate Exchange AG,�9-1,wsb.docx
Legend
Tukwila Property Exchange Areas
Parcel Boundaries
King County
a]
Feet
100 200
The information included on this map has been compiled by King
County staff from a variety of sources and is subject to change
without notice. King County makes no representations or
warranties, express or implied, as to accuracy, completeness,
timeliness, or rights to the use of such information. This
document is not intended for use as a survey product. King
County shall not be liable for any general, special, indirect,
incidental, or consequential damages including, but not limited to,
lost revenues or lost profits resulting from the use or misuse of
the information contained on this map. Any sale of this map or
information on this map is prohibited except by written
permission of King County.
[M. Murphy/ Feb. 2014]
REAL ESTATE EXCHANGE AND PURCHASE AGREEMENT
This Real Estate Exchange and Purchase Agreement (the "Agreement ") is made as of the
date this instrument is fully executed by and between AMALFI INVESTMENTS, L.L.C.,
a Washington limited liability company ( "Amalfi "), the current owner of the real property
more fully described in Exhibit E -1, and CITY OF TUKWILA, a municipal corporation
of the State of Washington ( "Tukwila "), the current owner of the real property more fully
described in Exhibit E -2, for the exchange of a portion of each parties' real property, the
Amalfi Property and Tukwila Property, as defined below, and all rights appurtenant
thereto on terms and conditions set forth hereon, and for the boundary adjustment of the
Amalfi's real property and Tukwila's real property situated in King County, Washington,
described on Exhibit D -1 and D -2, respectively.
1. PURCHASE PRICE: Amalfi shall transfer the Amalfi Property to Tukwila in
exchange for the Tukwila Property together with Seven Thousand Two Hundred and
No /100 Dollars (US $7,200.00) payment from Tukwila (together for Amalfi and Tukwila,
the "Purchase Price "). The Purchase Price is payable at closing in cash together with two
Warranty Deeds describing the Amalfi Property and Tukwila Property respectively to be
executed at Closing.
2. TITLE:
2.1 Deed (Amalfi Property): At closing, Amalfi will execute and deliver to Tukwila
a Warranty Deed conveying and warranting good and marketable title to the real property
described on Exhibit A -1 hereto (the "Amalfi Property ") free and clear of all defects or
encumbrances except for the lien of real estate taxes and drainage service charges not yet
due and payable and those defects and /or encumbrances contemplated by this Agreement
or to be identified as Amalfi Property Permitted Exceptions. As of the date of this
Agreement, the parties have not conducted a survey to fully describe the Amalfi Property,
however, following execution of this Agreement the parties shall conduct a survey under
Section 3.4 to describe the Amalfi Property, subject to each party's acceptance under
Section 3.5.
2.2 Deed of Easement: At closing, Tukwila will also execute and deliver to Amalfi a
Stormwater Drainage Easement as found in Exhibit B (the " Stormwater Drainage
Easement ") for the existing drain pipe to remain on the property being conveyed by
Amalfi. Said easement shall be conveyed simultaneously with the transfer of the two
Warranty Deeds.
2.3 Deed (Tukwila Property): At closing, Tukwila will execute and deliver to
Amalfi a Warranty Deed conveying and warranting good and marketable title to the real
property described on Exhibit A -1 hereto (the "Tukwila Property ") free and clear of all
defects or encumbrances except for the lien of real estate taxes and drainage service
charges not yet due and payable and those defects and /or encumbrances contemplated by
this Agreement or to be identified as Tukwila Property Permitted Exceptions. As of the
date of this Agreement, the parties have not conducted a survey to fully describe the
33
Tukwila Property, however, following execution of this Agreement the parties shall
conduct a survey under Section 3.4 to describe the Tukwila Property, subject to each
party's acceptance under Section 3.5.
2.4 Title Insurance (Amalfi Property): At closing, Tukwila shall receive (at
Tukwila's expense) an owner's extended ALTA policy of title insurance or endorsement
acceptable to Tukwila for the Amalfi Property, dated as of the closing date and insuring
Tukwila in the amount of the appraised value against loss or damage by reason of defect
in Tukwila's title to the Property subject only to the printed exclusions appearing in the
policy form and any Amalfi Property Permitted Exceptions.
2.5 Title Insurance (Tukwila Property): At closing, Amalfi shall receive (at
Tukwila's expense) an owner's extended ALTA policy of title insurance or endorsement
acceptable to Amalfi for the Tukwila Property, dated as of the closing date and insuring
Amalfi Investments, LLC in the amount of the appraised value against loss or damage by
reason of defect in their title to the Tukwila Property subject only to the printed
exclusions appearing in the policy form and any Tukwila Property Permitted Exceptions.
2.6 Review of Title Commitment and Survey: Within fourteen (14) days from the
completion of the ALTA survey contemplated by Section 3.4 hereof, Tukwila shall cause
Stewart Title Company to furnish to Tukwila with respect to the Amalfi Property and
Fidelity National Title to furnish to Amalfi with respect to the Tukwila Property a
commitment for an ALTA Owner's Standard Coverage Policy of Title Insurance
(together, the "Title Commitment "), in accordance with Section 2.4 and 2.5 hereof.
Tukwila shall cause the Title Commitment to be furnished along with legible true copies
of all instruments referred to in the Title Commitment as conditions or exceptions to title
to the Amalfi Property or Tukwila Property, as applicable. Each party shall have until
fifteen (15) days following the issuance of the Title Commitment within which to notify
the other in writing of any objections to any matters shown or referred to in the Title
Commitment or the ALTA survey. Any exceptions or other items which are set forth in
the Title Commitment or the ALTA survey and to which a party does not object within
the fifteen (15) day period shall be deemed to be permitted exceptions (the "Permitted
Exceptions "). The Permitted Exceptions related to the Tukwila Property shall be the
"Tukwila Property Permitted Exceptions" and the Permitted Exceptions related to the
Amalfi Property shall be the "Amalfi Property Permitted Exceptions." The Amalfi
Property Permitted Exceptions shall include the Stormwater Drainage Easement. With
regard to items to which a party does object within the fifteen (15) day period, the other
party shall use its best efforts to cure such objections within fifteen (15) days, or such
longer period as may be approved by the objecting party. If, in spite of its best efforts, a
party is unable to cure such objections by Closing, the other party may at its option waive
the objections not cured or terminate this Agreement by notice to the party unable to cure
such objections.
CONTINGENCIES:
Unless otherwise specified in this Agreement, Tukwila shall have until January
34
31, 2016, to remove all its contingencies referenced in this Paragraph 3 and provide
notice of such removal in accordance with Paragraph 8 herein. If the contingencies are
not removed within this period, this Agreement shall be null and void, except with
respect to each party's indemnification obligations hereunder, unless the deadline is
extended by written mutual consent. The contingency removal shall be conducted in two
phases. Prior to Amalfi's obligation to take any act necessary to remove contingencies
under Section 3, the City of Tukwila's obligations under the contingencies in Section 3.1
(Environmental Review), Section 3.2 (Conversion and Replacement Approval), Section
3.3 (Amalfi's Storm Drainage Easement), Section 3.4 (Boundary Line Adjustment),
Section 3.6 (Removal of Underground Storage Tank), and Section 3.7 (Removal of Other
Improvements) shall have been satisfied. Following Tukwila's removal of such
contingencies, Amalfi shall have a period of sixty (60) days to remove all its
contingencies referenced in this Paragraph 3 and provide notice of such removal in
accordance with Paragraph 8 herein.
3.1 Environmental Review: Both Amalfi and Tukwila, based upon an
Environmental Site Assessment and any other due diligence for the Amalfi Property and
Tukwila Property respectively, shall determine that there are not and have not been any
significant releases of Hazardous Materials, as defined below, on the property that each
party will acquire at Closing. To carry out this obligation, both Amalfi and Tukwila
(when context dictates, the "Inspecting Party ") hereby grant the other party (when
context dictates, the "Inspecting Party ") and its employees, agents or contractors a right
of entry onto the Inspected Party's property to be transferred pursuant to this Agreement
(the "Inspected Party's Property ") upon notice and approval from the Inspected Party for
reasonable site inspections and testing, including, but not limited to, collection and
testing of bore samples from random locations within the Inspected Party's Property,
performed in connection with the Environmental Site Assessment. Each Inspecting Party
agrees to hold harmless, indemnify and defend the Inspected Party, its officers, agents
and employees, from and against all claims, losses, or liability, for injuries, sickness or
death of persons, including employees of the Inspecting Party, caused by or arising out of
any act, error or omission of the Inspecting Party, its officers, agents, contractors,
subcontractors or employees in entering Inspected Party's Property for the above
purposes, to the extent not caused by or arising out of any act, error or omission of the
Inspected Party, its officers, agents and employees. Immediately following the execution
of this Agreement, Tukwila and Amalfi will provide the other party with all existing
Environment Site Assessments and any other environmental tests, studies, and reports of
any kind related to the Tukwila Property or Amalfi Property, as applicable, in its
possession and such tests, studies, and reports shall be reasonably satisfactory to the other
party.
3.2 Conversion and Replacement Approval: The parties shall have obtained
approval, conditioned upon, and effective automatically upon without further action by
any party, the consummation of the transaction contemplated herein and in a form
reasonably satisfactory to Amalfi and Tukwila, by the State of Washington Recreation
and Conservation Office to lift the salmon recovery restrictions from the Tukwila
Property and to place them upon the Amalfi Property. Such approval shall be in a form
Kl..1
sufficient to permit Amalfi to obtain a title insurance policy free and clear of any RCO
deed restriction.
3.3 Amalfi's Reservation of Easement: The parties shall have obtained approval,
conditioned upon, and effective automatically upon without further action by any party,
the consummation of the transaction contemplated herein and in a form reasonably
satisfactory to Amalfi and Tukwila, by the State of Washington Recreation and
Conservation Office for the Amalfi Stormwater Drainage Easement. The Amalfi
Stormwater Drainage Easement shall be five feet on either side of a line to be drawn and
described in conjunction with the BLA survey in accordance with paragraph 3.4 below.
3.4 Boundary Line Adjustment: The parties shall conduct an ALTA survey of the
Amalfi Property, the Tukwila Property, and the post- exchange real property for Amalfi
and Tukwila. Amalfi shall receive a copy of any and all surveys conducted or required
under this Agreement, including, without limitation, the ALTA survey for the post- exchange
real properties. Such survey shall be conducted to each party's satisfaction, which may be
withheld in either party's sole discretion. Upon approval from both parties, such legal
descriptions shall be inserted into this Agreement and form the basis of Exhibit A -1
(Amalfi Property), Exhibit A -2 (Tukwila Property), Exhibit D -1 ( Amalfi's post- closing
real property), and Exhibit D -2 ( Tukwila's post- closing real property). Additionally, the
parties shall have obtained the final approval, conditioned upon the consummation of the
transaction contemplated herein, by the appropriate agency of the City of Tukwila of an
application to adjust the boundary lines of the Amalfi Property and Tukwila Property to
conform with the conveyances contemplated herein ( "BLA "). The BLA approval shall
include the Stormwater Drainage Easement, described in Section 3.3 herein. Any expenses
incurred in obtaining the BLA shall be bome by Tukwila, including any surveys required for
the BLA or this Agreement. Said survey shall also include the existing stormwater drain
pipe and outfall and shall provide the legal description of the Stormwater Drainage
Easement to be conveyed.
3.5 Confirmation of Legal Description: The parties shall have obtained the
approval of both Amalfi and Tukwila for the legal descriptions describing the Amalfi
Property, the Tukwila Property, and the remaining Amalfi real property and Tukwila real
property following the conveyances contemplated herein, as described in Section 3.5.
Once approved by the affected party, these revised legal descriptions reflecting the BLA
shall be inserted into Exhibits D -1 and D -2 respectively.
3.6 Removal of Underground Storage Tank: The transfer of the Tukwila Property
is contingent on Tukwila removing the existing underground storage tank which is now
located upon the Tukwila Property at Tukwila's expense prior to Closing, providing
Amalfi with evidence reasonably satisfactory to Amalfi that no further remediation
actions are needed. Tukwila will bear the cost of removal, including without limitation,
any soil remediation or removal to an appropriate waste facility.
3.7 Removal of Other Improvements: If in the event any additional improvements
not contemplated herein fall within either the Amalfi Property or the Tukwila Property,
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those improvements will be removed at the expense of the party's whose property those
improvements are situated on prior to the conveyances contemplated herein.
3.8 UPS Release: UPS Freight will release the affected portion of their lease by the
exchange contemplated herein if necessary at or prior to Closing.
3.9 Veracity of All Representations and Warranties; Performance of Covenants.
To the best of their knowledge all representations and warranties contained in Paragraph
6 of this Agreement are true and correct as of the date of Closing.
4. INFORMATION FURNISHED. As soon as possible and not later than seven
(7) days from the date hereof, Tukwila and Amalfi shall deliver to the other (i) copies of
all contracts or permits which continue to affect any portion of the Tukwila Property or
Amalfi Property, as applicable, in each party's possession, (ii) any and all instruments
affecting Tukwila or Amalfi's title to the Tukwila Property or Amalfi Property, as
applicable, or any part thereof, if any, and (iii) copies of all plans, specifications, books,
records, and documents pertaining to the Tukwila Property or Amalfi Property (as
applicable) in Tukwila's or Amalfi's possession. Upon execution hereof, Tukwila and
Amalfi and its authorized representatives shall have the right to inspect the Amalfi
Property and Tukwila Property, respectively, at each own's expense during reasonable
business hours (with reasonable notice to the other and opportunity for the other's
representatives to accompany the other party). Tukwila and Amalfi shall give the other
its reasonable cooperation and to confirm, when requested, the accuracy of the
information relied upon by Tukwila or Amalfi.
5. RISK OF LOSS: Both parties will bear the risk of loss of or damage to their
respective properties prior to Closing, except as otherwise provided for in this
Agreement. In the event of such loss or damage to the Amalfi Property or Tukwila
Property, the owner of the damaged property shall promptly notify other party thereof
and either party may, in its sole discretion, terminate this Agreement by giving notice of
termination to the other party.
6. AMALFI AND TUKWILA MUTUAL REPRESENTATIONS,
WARRANTIES AND COVENANTS: Amalfi and Tukwila (each for this Section 6,
the "Representing Party ") each represents, warrants and covenants to the other (the
"Other Party ") at the date of execution of this Agreement and the date of closing as set
forth below in this Section 6. All representations, warranties, and covenants shall survive
Closing.
6.1 Authority: Each party represents that it has full power and authority to execute
this Agreement and perform the obligations herein.
6.2 No Leases: As of the Closing, Amalfi represents that the Amalfi Property is not
subject to any leases, tenancies or rights of persons in possession that are not otherwise
disclosed. As of the Closing, Tukwila represents that the Tukwila Property is not subject
to any leases, tenancies or rights of persons in possession that are not otherwise disclosed.
19YA
6.3 No Material Defect: Amalfi is unaware of any material defect in the Amalfi
Property that would make the Amalfi Property unfit for its intended use by Tukwila.
Tukwila is unaware of any material defect in the Tukwila Property that would make the
Tukwila Property unfit for its intended use by Amalfi.
6.4 Debris and Personal Property: Amalfi and Tukwila will remove all debris and
personal property prior to closing located on their respective property each at their own
cost and expense, and each party will indemnify and hold the other party harmless from
all claims and expenses arising from such removal.
6.5 Contamination: To the best of the Representing Party's knowledge, the
Representing Party represents and warrants that it has not caused or allowed the
generation, treatment, storage, or disposal of Hazardous Materials on the Amalfi Property
or Tukwila Property (as applicable), except in accordance with local, state, and federal
statutes, rules, ordinances and regulations, nor caused or allowed the release of any
hazardous substance onto, at, or near the Amalfi Property or Tukwila Property (as
applicable). To the best of the Representing Party's knowledge, it represents that it is in
compliance with all applicable laws, rules, and regulations regarding the handling of
hazardous substances, has secured all necessary permits, licenses and approvals necessary
to its operation on the Amalfi Property or Tukwila Property (as applicable), and is in
compliance with such permits. The Representing Party has not received notice of any
proceedings, claims, or lawsuits arising out of its operations on the Amalfi Property or
Tukwila Property (as applicable) and, to the Representing Party's knowledge, the Amalfi
Property or Tukwila Property (as applicable) is not, nor has it ever been subject to the
release of hazardous substances. The term "Hazardous Materials" includes, but is not
limited to, (i) any petroleum or petroleum products, natural gas, or natural gas products,
radioactive materials, asbestos, urea formaldehyde foam insulation, transformers or other
equipment that contains dielectric fluid containing levels of polychlorinated biphenyls
( "PCBs "), and radon gas; (ii) any chemicals, materials, waste or substances defined as or
included in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic
substances," "toxic pollutants," "contaminants," or "pollutants," or words of similar
import, under any environmental laws; and (iii) any other chemical, material, waste or
substance which is in any way regulated by any federal, state or local government
authority, agency or instrumentality, including mixtures thereof with other materials, and
including any materials such as asbestos and lead.
6.6 Fees and Commissions: The Representing Party shall pay for any broker's or
other commissions or fees incurred by the Representing Party in connection with the sale
of the Amalfi Property or Tukwila Property (as applicable) and the Representing Party
shall indemnify and hold the Other Party harmless from all such claims for commission
and /or fees.
6.7 Indemnification: The Representing Party agrees to indemnify, defend, and hold
harmless the Other Party, its employees, agents, heirs and assigns, from and against any
38
and all damage, claim, liability, or loss, including reasonable attorney's and other fees,
arising out of or in any way connected to the breach of any representation or warranty
contained herein. Such duty of indemnification shall include, but not be limited to
damage, liability, or loss pursuant to all federal environmental laws, Washington State
environmental laws, strict liability and common law.
6.8 Fencing: Tukwila within 90 days following the Closing will have constructed
and installed a new 8 foot high fence with three strands of barbed wire along the entire
length of the post- Closing common property line for the parties at Tukwila's sole
expense. Additionally, the City will remove and dispose of the existing fencing in its
entirety. Fencing shall be similar to existing fencing on each parcel, and shall be
completed in a professional and workmanlike manner. Tukwila shall hold harmless,
indemnify and defend Amalfi, its officers, agents and employees, from and against all
claims, losses, or liability, for injuries, sickness or death of persons, including employees
of the Tukwila, caused by or arising out of any act, error or omission of the Tukwila, its
officers, agents, contractors, subcontractors or employees in connection to such
construction, to the extent not caused by or arising out of any act, error or omission of the
Amalfi, its officers, agents and employees.
6.9 Waste; Alteration of Property: Prior to the exchange of property contemplated
herein, Amalfi shall not: (i) commit waste on the Amalfi Property; (ii) remove trees or
other vegetation, coal, minerals or other valuable materials from the Amalfi Property; and
(iii) substantially alter the surface or subsurface of the Amalfi Property without the
express written consent of Tukwila. Prior to the exchange of property contemplated
herein, Tukwila shall not: (i) commit waste on the Tukwila Property; (ii) remove trees or
other vegetation, coal, minerals or other valuable materials from the Tukwila Property;
and (iii) substantially alter the surface or subsurface of the Tukwila Property without the
express written consent of Amalfi.
6.10 Removal of Underground Storage Tank: Tukwila shall remove the existing
underground storage tank which is now located upon the Tukwila Property, including any
and all associated piping and equipment, at Tukwila's expense prior to closing, and shall
provide Amalfi with evidence reasonably satisfactory to Amalfi that no further
remediation actions are needed and taking any action required to comply with any
applicable law, regulation, ordinance, or order. Tukwila will bear the cost of removal,
including without limitation, any soil remediation or removal to an appropriate waste
facility. Tukwila shall hold harmless, indemnify and defend Amalfi, its officers, agents
and employees, from and against all claims, losses, or liability, for injuries, sickness or
death of persons, including employees of the Tukwila, caused by or arising out of any act,
error or omission of the Tukwila, its officers, agents, contractors, subcontractors or
employees in connection to such construction, to the extent not caused by or arising out
of any act, error or omission of the Amalfi, its officers, agents and employees.
6.11 Good and Marketable Title; Materialman and Mechanics Liens: Except for
Permitted Exceptions, the Amalfi Property will be transferred to Tukwila free and clear
of all mortgages, deeds of trust, security interests, liens, pledges, charges, encumbrances,
K1*]
claims, liabilities or debts of any kind or nature. Except for Permitted Exceptions, the
Tukwila Property will be transferred to Amalfi free and clear of all mortgages, deeds of
trust, security interests, liens, pledges, charges, encumbrances, claims, liabilities or debts
of any kind or nature. To the extent either party has duties to perform work on the
other's property following the Closing, the party performing work shall indemnify the
other party for any materialman or mechanics liens filed and any costs incurred by the
other party associated with such filing.
6.12 No Litigation: The Representing Party has not received any written notice of any
legal actions, suits, arbitrations, proceedings or condemnation or similar proceedings,
claims, or zoning changes pending or threatened and affecting the Amalfi Property or
Tuwkila Property (as applicable), nor does the Representing Party know any basis for,
including by written notice of, any pending or threatened legal actions, suits, arbitrations
or proceedings or claims affecting the Amalfi Property or Tukwila Property (as
applicable) and in which the Representing Party or Other Party will be a party by reason
of the Representing Party's ownership of the Amalfi Property or Tukwila Property (as
applicable) or entry into this agreement.
6.13 Removal of Property: If in the event any additional improvements not
contemplated herein fall within either the Amalfi Property or the Tukwila Property, those
improvements will be removed at the expense of the party's whose property those
improvements are situated on prior to the conveyances contemplated herein. Without
limiting the proceeding sentence, Tukwila shall remove trees along the fence line, the brick
house, including any associated basement, foundation, underground utilities, piping, and
equipment, and have the area backfilled with clean soil reasonably suitable to Amalfi and
compacted prior to the Closing. Notwithstanding the terms in this section, Tukwila shall
leave the existing driveway on the Tukwila Property and curbcut.
6.14 Ordinary High Water Mark: Pursuant to RCW 90.58.580 and TMC 18.44.120;
Tukwila granted relief to the property retained by Amalfi post- closing as described in
Exhibit D -1 (the "Amalfi Post - Closing Property "), and the Department of Ecology
concurred in the granting of such relief, to ensure that the movement of the ordinary high
water mark due to the construction of a restoration project by Tukwila would not impact
the Amalfi Post - Closing Property (the "Shoreline Relief Approval "). The parties shall
record in a form satisfactory to Amalfi, Tukwila's Shoreline Relief Approval Letter,
dated January 5, 2015 and the Department of Ecology's ( "Ecology ") Concurrence Letter,
dated January 16, 2015. Additionally, Tukwila represents, warrants and agrees as
follows: (i) the Phase I of the Duwamish Gardens shoreline restoration project shall be
implemented consistent with the Shoreline Relief Approval, so as not to impair any
benefits of the Shoreline Relief Approval accruing to the Amalfi Post - Closing Property;
(ii) no future or additional phase of the Duwamish Gardens shoreline restoration project,
or other shoreline restoration work conducted or authorized by Tukwila in the vicinity of
the Amalfi Post - Closing Property, shall be undertaken which would move the ordinary
high water mark of the Duwamish River closer to the Amalfi Post - Closing Property (and
thereby increase the area of shoreline management jurisdiction on the Amalfi Post -
Closing Property), without prior confirmation in writing from Tukwila and Ecology that
El to]
the Shoreline Relief Approval (or a future amendment thereto) provides full relief to the
Amalfi Post - Closing Property as provided under RCW 90.58.580 and TMC 18.44.120.
The provisions of this Section 6.14 shall survive Closing.
6.15 No Material Changes: The Amalfi Property and Tukwila Property have not
materially changed, following the date of this Agreement.
7. CLOSING:
7.1 Time for Closing: The sale will be closed in the office of the Closing Agent not
later than twenty one (2 1) days from the date all contingencies set forth in Paragraph 3
herein have been removed, or as soon thereafter as practicable.
Amalfi and Tukwila shall deposit in escrow with the Closing Agent all instruments,
documents and moneys necessary to complete the sale in accordance with this
Agreement. As used in this Agreement, "closing," "Closing," and "date of closing"
means the date on which all appropriate documents are recorded and proceeds of the sale
are available for disbursement to Amalfi and Tukwila respectively. The "Closing Agent"
shall be:
Stewart Title Company
1420 Fifth Ave., Suite 440
Seattle, WA 98101
7.2 Prorations, Closing Costs: Tukwila will pay real estate excise taxes (if any are
due) for the Amalfi Property and Tukwila Property, real property taxes prorated
beginning on the date of closing for the Amalfi Property and real property taxes, if any,
prorated through the date of closing on the Tukwila Property. Additionally, Tukwila will
pay the premium for the Tukwila and Amalfi owner's title insurance policy or any
endorsements, any recording costs, the Closing Agent escrow fees, any survey costs, any
costs pertaining to environmental reports obtained hereunder, and any costs or fees
related to any governmental, regulatory, or quasi - governmental approval, consent, or
acknowledgment obtained under this Agreement.
7.3 Possession: Tukwila shall be entitled to possession of the Amalfi Property at
Closing. Amalfi shall be entitled to possession of the Tukwila Property at Closing.
7.4 Simultaneous Closings: The simultaneous recording of the deeds exchanging
the Tukwila Property and Amalfi Property, along with the recording of the Stormwater
Drainage Easement, shall be a condition of both parties' performance under this
Agreement.
8. NOTICES: Any notices required herein shall be given to the parties at the
addresses listed below:
Cyl
TO AMALFI:
Amalfi Investments LLC
c/o Westshore Management
P.O. Box 249
Medina, WA 98039 -0249
Attn: Daniel Temkin, Managing Partner
TO TUKWILA:
City of Tukwila, Department of Public Works
6300 Southcenter Blvd., Suite 100
Tukwila, WA 98188
Attn: Ryan Larson
9. GENERAL: This is the entire agreement of Amalfi and Tukwila with respect to
the Amalfi Property and Tukwila Property and supersedes all prior or contemporaneous
agreements between them, written or oral. This Agreement may be modified only in
writing, signed by Amalfi and Tukwila. Any waivers under this Agreement must be in
writing. A waiver of any right or remedy in the event of a default will not constitute a
waiver of such right or remedy in the event of any subsequent default. This Agreement is
for the benefit of, and binding upon, Amalfi and Tukwila and their heirs, personal
representatives, successors and assigns. The invalidity or unenforceability of any
provision of this agreement will not affect the validity or enforceability of any other
provision. Time is of the essence in this Agreement.
10. SURVIVAL OF WARRANTIES: The terms, covenants, representations and
warranties shall not merge in the deed of conveyance, but shall survive Closing. All the
terms, covenants, representations and warranties shall be made as of the date of execution
and shall be deemed to have been remade as of the Closing.
[Signature page attached.]
04
Signed in duplicate original.
AMALFI:
Amalfi Investments L.L.C.
By:
Its:
TUKWILA:
City of Tukwila, a municipal corporation
of the State of Washington
Date
By: The Honorable Jim Haggerton Date
Title: Mayor of City of Tukwila
EXHIBITS:
Exhibit A -1, Legal Description (Amalfi Property to be conveyed)
Exhibit A -2, Legal Description (Tukwila Property to be conveyed)
Exhibit B, Pro -Forma Stormwater Drainage Easement
Exhibit C, Intentionally omitted
Exhibit D -1, Full Legal Description (Amalfi's real property after conveyance)
Exhibit D -2, FullLegal Description (Tukwila's real property after conveyance)
Exhibit E -1, Full Legal Description of Amalfi property prior to transaction
Exhibit E -2, Full Legal Description of Tukwila property prior to transaction
43
STATE OF WASHINGTON)
)SS.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that Mayor Jim Haggerton is the
person who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument and
acknowledged it as Mayor of City of Tukwila to be the free and voluntary act of such
party for the uses and purposes mentioned in the instrument.
Dated:
Printed name
Notary Public in and for the
State of Washington
Residing at
My appointment expires
44
STATE OF WASHINGTON)
)SS
COUNTY OF KING )
I hereby certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument and acknowledged
in his capacity as managing member of Amalfi Investments L.L.C., to be the free and
voluntary act of such party for the uses and purposes mentioned in this instrument.
Dated:
Printed signature
Notary Public in and for the State of Washington,
residing at
My appointment expires
El 11
EXHIBIT A -1
TO PURCHASE AND SALE AGREEMENT
(To Be Inserted in Conformance with the Boundary Line Adjustment Survey)
AMALFI PROPERTY LEGAL DESCRIPTION (THE EXCHANGED PORTION OF
THE AMALFI PARCEL)
C1:9
EXHIBIT A -2
TO PURCHASE AND SALE AGREEMENT
(To Be Inserted in Conformance with the Boundary Line Adjustment Survey)
TUKWILA PROPERTY LEGAL DESCRIPTION (THE EXCHANGED PORTION OF
THE CITY OF TUKWILA PARCEL)
EfA
EXHIBIT B
TO PURCHASE AND SALE AGREEMENT
Recording Requested By And
When Recorded Mail To:
King County
Water and Lands Resources Division
Open Space Acquisitions
201 South Jackson Street, Suite 600
Seattle, WA 98104
STORMWATER DRAINAGE EASEMENT
Grantor: The City of Tukwila, a municipal corporation
Grantee: Amalfi Investments, LLC
Grantor Abbreviated Legal:
Grantor Legal:
Grantor Tax Parcel ID #:
Grantee Abbreviated Legal:
Grantee Legal:
Grantee Tax Parcel ID #:
See Exhibit A
See Exhibit B
Easement Legal Description: See Exhibit C
Project: Duwamish Garden Enhancement
For and in consideration of One Dollar ($1.00 US), and other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the City of Tukwila, a municipal
corporation ( "Grantor ") hereby grants a perpetual, nonexclusive easement (the "Easement ") to
Amalfi Investments, LLC ( "Grantee "), and its successors and assigns in title or interest to all or
any portion of Grantee's real property legally described on Exhibit `B" hereto (the "Grantee's
Real Property "). Said Easement shall be appurtenant to Grantor's land for the benefit of the
Grantee's Real Property and running with the land and burdening the Grantor's real property
described on Exhibit "A" hereto (the "Grantor's Real Property ") under, over, through and across
the following described land for the purpose of laying, maintaining, repairing, replacing, and
installing a storm drainage pipeline, catch basins, and appurtenances thereof, said land being
described as follows:
48
SEE EXHIBIT "C" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART
THEREOF (the "Easement Area "), which shall describe an area of 5' on either side of a line
legally described in Exhibit "C ".
The Easement contemplated herein is solely for the use, construction, reconstruction, repair, and
maintenance of a storm drainage pipeline, catch basins, and appurtenances thereof, which
originate on the Grantee's Real Property and terminate on the Grantor's Real Property. Water
shall be permitted to flow through the storm drainage pipeline, catch basins, and appurtenances
thereof in the Easement Area. Grantor shall not connect to or otherwise use the storm drainage
facilities contemplated herein.
Grantee shall have access, ingress and egress on the Easement Area for the purposes of
inspection, construction, reconstruction, maintenance, repairs, and compliance with all codes,
regulation or policies, which may affect said storm drainage facilities beyond the date of original
construction, provided that restoration, plantings, and trail improvements (if any) are returned to
as good or better condition as existed prior to disturbance.
Grantee herein agrees to hold the Grantor harmless for any and all expenses, damages, costs,
liabilities, or judgments directly attributable to the construction, reconstruction, repair, and
maintenance of said drainage facilities on the Easement Area, except to the extent caused by
Grantor.
Grantor shall retain the right to use the surface of the Easement Area for restoration and trail
purposes, so long as said use does not interfere with the installation, usage, repair, and
maintenance of the storm drainage facilities and so long as no permanent buildings, structures, or
interfering landscaping, plants, or trees are placed on said Easement Area. Grantor herein agrees
to hold the Grantee harmless for any and all expenses, damages, costs, liabilities, or judgments
directly attributable to the damage of said drainage facilities on the Easement Area resulting from
its interference with the installation, usage, repair, and maintenance of the storm drainage
facilities or damages Grantor causes to the storm drainage facilities.
If any dispute arises under this Easement, it is expressly agreed that venue shall lie in King
County, State of Washington and that the prevailing party in any such action shall be entitled to
reasonable attorney's fees and costs as set by the court. This Easement may only be amended in a
writing signed by all parties hereto, or their respective successors, heirs, or assigns, and recorded
in the office of the King County Recorder, provided that it is approved by Washington State's
Recreation and Conservation Office under the terms of their Deed of Right that has been recorded
on the property.
This Easement and the terms contained herein are not intended to be personal to the individual
property owners and shall be a covenant running with the lands described herein and in the
exhibits and shall be binding and enforceable at law and in equity on the successors, heirs and
assigns of all parties hereto. Nothing contained herein shall be deemed to be a gift of dedication
C1*]
of any portion of the Easement Area to the general public, for the general public, or for any public
uses whatsoever.
EXECUTED as of this day of , 2015.
GRANTOR:
City of Tukwila, a municipal corporation
of the State of Washington
By: The Honorable Jim Haggerton
Title: Mayor of City of Tukwila
GRANTEE:
Amalfi Investments L.L.C.
By:
Its:
Date
Date
Al
STATE OF WASHINGTON)
)SS.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that Mayor Jim Haggerton is the
person who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument and
acknowledged it as Mayor of City of Tukwila to be the free and voluntary act of such
party for the uses and purposes mentioned in the instrument.
Dated:
Printed name
Notary Public in and for the
State of Washington
Residing at
My appointment expires
M
STATE OF WASHINGTON)
)SS
COUNTY OF KING )
I hereby certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument and acknowledged
in his capacity as managing member of Amalfi Investments L.L.C., to be the free and
voluntary act of such party for the uses and purposes mentioned in this instrument.
Dated:
Printed signature
Notary Public in and for the State of Washington,
residing at
My appointment expires
53
EXHIBIT A
TO STORMWATER DRAINAGE EASEMENT
TUKWILA LEGAL DESCRIPTION
[To Be Completed Prior to Recording. This is the post- closing legal description for the
entire Tukwila property]
54
EXHIBIT B
TO STORMWATER DRAINAGE EASEMENT
AMALFI LEGAL DESCRIPTION
[To Be Completed Prior to Recording. This is the post- closing legal description for the
entire Amalfi property.]
:�7
EXHIBIT C
TO STORMWATER DRAINAGE EASEMENT
EASEMENT AREA LEGAL DESCRIPTION
[To Be Completed Prior to Recording. This is the legal for the actual easement area.]
:711
EXHIBIT D -1
TO PURCHASE AND SALE AGREEMENT
(To Be Inserted in Conformance with the Boundary Line Adjustment Survey)
AMALFI PROPERTY LEGAL DESCRIPTION (ENTIRE AMALFI PROPERTY
FOLLOWING CLOSING)
EXHIBIT D -2
TO PURCHASE AND SALE AGREEMENT
(To Be Inserted in Conformance with the Boundary Line Adjustment Survey)
TUKWILA PROPERTY LEGAL DESCRIPTION (ENTIRE CITY OF TUKWILA
PROPERTY FOLLOWING CLOSING)
58
EXHIBIT E -1
TO PURCHASE AND SALE AGREEMENT
AMALFI PROPERTY LEGAL DESCRIPTION PRIOR TO CONTEMPLATED
TRANSACTION AND BOUNDARY LINE ADJUSTMENTS
All the portion of Government Lot 1, Section 10, Township 23 North, Range 4 East,
W. M., lying North of the Duwamish River, or North of the Government Meander Line
along the North Bank of said river, and West of the Westerly line of East Marginal Way;
Except that portion as condemned in King County Superior Court Cause No. 469557 for
transmission lines right of way;
And except all county roads;
And except that portion thereof described as follows:
Beginning at a point on the West line of said Government Lot 1, lying South 00 °32'40"
West 636.35 feet from the Northwest corner thereof,
Thence South 88 °51'20" East parallel with the North line of said Government Lot 1, 208.79
feet to the True Point of Beginning;
Thence North 69'47'10" East 514 feet, more or less, to the Westerly line of East Marginal
Way;
Thence South 16 °48'50" East along said Westerly line to the Duwamish River;
Thence Westerly along the Duwamish River to a point which bears South 20'12'50" East
from the True Point of Beginning;
Thence North 20'12'50" West to the True Point of Beginning.
EXHIBIT E -2
TO PURCHASE AND SALE AGREEMENT
TUKWILA PROPERTY LEGAL DESCRIPTION PRIOR TO CONTEMPLATED
TRANSACTION AND BOUNDARY LINE ADJUSTMENTS
Parcel A:
That portion of Government Lot 1, Section 10, Township 23 North, Range 4 East,
W. M., in King County, Washington described as follows:
Commencing South 00 °32'40" West 636.35 feet from the Northwest corner of Government
Lot l;
Thence South 88 °51'20" East parallel with the North line thereof 208.79 feet to the True
Point of Beginning;
Thence North 69'47'10" East 514 feet, more or less, to the Westerly line of East Marginal
Way;
Thence South along said line to the Duwamish River;
Thence Westerly along said river to a point bearing South 20'12'50" East from the True
Point of Beginning;
Thence North 20'12'50" West to the True Point of Beginning.
Except the Northerly 90 feet of the Easterly 100 feet thereof,
Except the Southerly 90 feet of the Northerly 180 feet of the Easterly 100 feet thereof,
And except that portion conveyed to King County by deed recorded under Recording No.
8708280481.
Parcel B:
The Northerly 90 feet of the Easterly 100 feet of the following:
That portion of Government Lot 1, Section 10, Township 23 North, Range 4 East,
W. M., in King County, Washington described as follows:
Commencing South 00 °32'40" West 636.35 feet from the Northwest corner of Government
Lot l;
Thence South 88 °51'20" East parallel with the North line thereof 208.79 feet to the True
Point of Beginning;
Thence North 69'47'10" East 514 feet, more or less, to the Westerly line of East Marginal
Way;
Thence South along said line to the Duwamish River;
Thence Westerly along said river to a point bearing South 20'12'50" East from the True
Point of Beginning;
Thence North 20'12'50" West to the True Point of Beginning
60
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (the "Agreement ") is entered into as of the
day of ' 2015 (the "Effective Date "), by and between AMALFI INVESTMENTS,
L.L.C., a Washington limited liability company ( "Amalfi "), and CITY OF TUKWILA, a
municipal corporation of the State of Washington ( "Tukwila ").
RECITALS
A. Following the consummation of the transaction in that certain Real Estate
Exchange and Purchase Agreement by and between Amalfi and Tukwila dated
2015 (the "Exchange Agreement "), Amalfi will be the owner of the real property more fully
described in Exhibit A (the "Amalfi Property ") and Tukwila will be the owner of the real
property more fully described in Exhibit B (the "Tukwila Property "). Exhibit A and Exhibit B
shall be attached to this Agreement upon completion of the Boundary Line Adjustment survey
required by the Exchange Agreement. As part of Amalfi agreeing to enter into the Exchange
Agreement and in consideration therefore, Tukwila has agreed to indemnify Amalfi from the
damages and losses set forth herein.
B. Tukwila has provided Amalfi with that certain Temporary and Permanent Slope
Stability Evaluation, Duwamish Gardens, Tukwila, Washington Report, dated July 17, 2015, and
the Duwamish Gardens Habitat Project Site Plans, dated March of 2015 (the "Reports ") to
perform the work described therein on the Tukwila Property and Duwamish Gardens (the
"Work "). The "Work" shall include any other related work or development on the Tukwila
Property for the Duwamish Gardens and any other related work or development on any other
sites, including subsequently acquired properties, related to the Duwamish Gardens.
NOW THEREFORE, in consideration of their mutual covenants and other valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Incorporation of Recitals. The foregoing recitals are true and correct and are
incorporated herein by reference.
2. Disclaimer. Amalfi disclaims any warranty or representation that: (a) the
Tukwila Property and the Amalfi Property are safe or suitable for the Work; and (b) the Reports
contain accurate or complete information, including without limitation, information relating to
the lateral and subjacent support for the Amalfi Property and Tukwila Property. Amalfi shall
have no responsibility relating to the Reports or preparation or review thereof and the Reports
shall not lessen Tukwila's obligations under Sections 3 and 4 of this Agreement.
3. Repair. If any portion of the Amalfi Property, including any improvements
and /or personal property of Amalfi, suffers damage, including without limitation, any damage or
instability to the lateral and subjacent support of the Amalfi Property, by reason of the Work,
1
61
Tukwila shall, at its own cost and expense, repair such damage or instability and restore the
Amalfi Property to as good a condition as before such damage or instability occurred, subject to
Amalfi granting Tukwila access to the Amalfi Property.
4. Indemnification. Tukwila and its successors and assigns in title and interest to the
Tukwila Property shall indemnify, protect, defend and hold harmless Amalfi and its successors
and assigns in title and interest to the Amalfi Property, and its respective officers, employees,
agents, shareholders, directors, members, managers, and attorneys (collectively "the Indemnified
Parties ") against any and all costs, liabilities, claims, damages, losses, and expenses, including
reasonable attorney's fees, penalties, or suits to the extent resulting from injury or harm to
persons or the Amalfi Property, arising out of or in any way connected with the Work or Reports
and subsequent activities related to the Work, including, without limitation: (1) any release by
the City or agents of the City of hazardous substances on, in, under, or about the Amalfi
Property, (2) Tukwila's failure to remediate any such release according to the standards, laws
and regulations as required by any governmental agency or agencies as those standards, laws and
regulations may be changed, revised, or amended from time to time, (3) the negligent acts,
negligent omissions, willful misconduct, or other tortious acts of Tukwila, (4) a breach of the
terms and conditions of this Agreement by Tukwila, and (5) the damage or instability to the
lateral and subjacent support of the Amalfi Property; provided, Tukwila's duty to indemnify shall
not apply to the extent such suits, costs, liabilities, claims, damages, losses, or expenses are
caused by Amalfi's negligence. Notwithstanding this indemnity, Amalfi expressly reserves all
rights it may have under the law to prosecute any claims or demands against Tukwila. Tukwila's
indemnification obligations shall not be limited in any way by any limitation on the amount or
type of damage, compensation, or benefits payable by or for it or any contractor under any
industrial insurance act, workers' compensation act, disability benefit act, or other employee
benefit act, and Tukwila hereby expressly waives any immunity it may have under such acts to
the extent necessary or permitted under the law to assure the validity and enforceability of the
foregoing indemnification obligations. For a suit or proceeding triggering an indemnification
obligation under this Section, Amalfi shall give Tukwila notice of such suit or proceeding and
Tukwila shall defend Amalfi in such suit or proceeding with counsel approved by Amalfi, such
approval not being unreasonably withheld.
5. Term. The term of this Agreement shall commence on the closing of the
transactions contemplated in the Exchange Agreement and shall be perpetual thereafter. In the
event the transactions contemplated in the Exchange Agreement fail to close, this Agreement
shall be terminated. Except as provided in the preceding sentence, the provisions of Section 2 -4
shall survive any termination of this Agreement.
6. Binding Effect. ffect. This instrument shall bind and inure to the benefit and burden of
the respective heirs, executors, administrators, other personal and legal representatives, grantees,
successors and assigns of the parties hereto. Either party may record this Agreement in
connection with the closing of the Exchange Agreement.
7. Governing Law. This instrument shall be governed by and shall be construed in
accordance with the laws of the State of Washington.
PJ
62
8. Severability. If any term, provision, covenant, or condition of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable, the rest of the
Agreement shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, unless such ruling shall materially alter the economic effect of this Agreement.
9. No Waiver; Cumulative Remedies. The failure of either party to insist, in any one
or more instances, or the delay in insisting, upon the performance of any provision of this
Agreement or to exercise any right hereunder, does not constitute an election of remedies or
waiver, and the obligations of the parties with respect to such future performance will continue in
full force and effect. Except as otherwise provided herein, the remedies in this Agreement are
cumulative with and not in lieu of other remedies available to a party at law or in equity.
IN WITNESS WHEREOF, the parties hereto have executed this Indemnity Agreement
effective as of the date first above written.
AMALFI:
Amalfi Investments, L.L.C., a Washington
limited liability company
By:
Its:
TUKWILA:
City of Tukwila, a municipal corporation
of the State of Washington
By: The Honorable Jim Haggerton
Title: Mayor of City of Tukwila
9
63
EXHIBIT A
TO INDEMNITY AGREEMENT
(To Be Inserted in Conformance with the Boundary Line Adjustment Survey)
AMALFI PROPERTY LEGAL DESCRIPTION (ENTIRE AMALFI PROPERTY
FOLLOWING CLOSING)
64
EXHIBIT B
TO INDEMNITYAGREEMENT
(To Be Inserted in Conformance with the Boundary Line Adjustment Survey)
TUKWILA PROPERTY LEGAL DESCRIPTION (ENTIRE CITY OF TUKWILA PROPERTY
FOLLOWING CLOSING)
65