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HomeMy WebLinkAbout19-155 - King County Water District #125 - Cost Sharing Agreement for Water Main Replacement Project19-155 Council Approval N/A COST SHARING AGREEMENT BETWEEN THE CITY OF TUKWILA AND WATER DISTRICT #125 FOR WATER MAIN REPLACEMENT PROJECT This Cost Sharing Agreement ("Agreement") is between the City of Tukwila ("City") and King County Water District #125 ("District"), for the purpose of setting forth a cost sharing arrangement between the parties hereto for a District water main replacement project to be completed by the City in conjunction with the City's Justice Center Project ("City Project"). RECITALS WHEREAS, the City owns the property located at 15005 Tukwila International Boulevard ("City Property"); and WHEREAS, the District owns an 8-inch water main ("Existing Water Main"), shown on Exhibit A hereto, located on and adjacent to the City Property; and WHEREAS, the City is making certain improvements to the City Property in association with the development of the City Project; and WHEREAS, in connection with the City Project, the City has agreed to construct a new 8-inch water main ("Replacement Main") to replace the Existing Water Main; and WHEREAS, the parties dispute whether construction of the Replacement Main by the City is necessary to mitigate a direct impact to the District's system and desire to enter into this Agreement to resolve such dispute; NOW, THEREFORE, in consideration of the mutual covenants of the parties contained herein the parties agree as follows: AGREEMENT CONSTRUCTION OF REPLACEMENT MAIN. The City hereby agrees to construct the Replacement Main in conjunction with construction of the City Project, as shown in and in conformance with the plans and specifications set forth in Exhibit A hereto. 2. PAYMENT BY DISTRICT TO CITY. In consideration of the City's construction of the Replacement Main and in order to resolve the dispute between the parties, the District hereby agrees to make a one-time payment of One Hundred Twenty Thousand Dollars and No Cents ($120,000.00) to the City of Tukwila to share in the costs of construction of the Replacement Main by the City. Such payment shall be remitted to the City by the District within ninety (90) calendar days after the date of mutual execution of this Agreement. 3 RELEASE. Except as otherwise provided in this Agreement, the parties knowingly and voluntarily agree to release and forever discharge one another (including their past and present officers, officials, directors, shareholders, employees and successors in interest) from all claims, demands, liabilities, and causes of action of any nature related in any way to construction of and payment for the Replacement Main, whether the bases of such claims, demands, liabilities, and/or causes of action are currently known or unknown and whether such claims, demands, liabilities, and/or causes of action have accrued in the past or will first accrue in the future. Specifically excluded from this general release are the City's ongoing obligations to construct the Replacement Main in conformance with the plans and specifications found in Exhibit A and the City's obligation to meet or exceed all District standards and specifications applicable to the construction of the Replacement Main. 4. AGREEMENT APPURTENANT AND BINDING ON SUCCESSORS. This Agreement and the covenants, conditions, and terms hereof shall be binding on the heirs, assigns, and successors in interest of the parties. This Agreement shall be construed in accordance with the laws of the State of Washington. In the event of any litigation regarding the construction or effect of this Agreement, or the rights of the parties to this Agreement, it is agreed that venue shall be King County, Washington. 5, COSTS TO PREVAILING PARTY. In the event that either party initiates any action to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to reasonable costs and attorney's fees. 6. ENTIRE INSTRUMENT. This Agreement represents the entire understanding of the parties with respect to the matters set forth and herein, and any prior or contemporaneous understandings are merged herein. This Agreement shall not be modified except by written Agreement executed by the parties hereto. 7. ENFORCEMENT. This Agreement is solely for the benefit of the parties hereto and gives no third -party right to any other entity or person. No joint venture is formed as a result of this Agreement. 8. AMENDMENT. This Agreement may not be amended except by a written instrument signed by both parties. 9. EXECUTION AND COUNTERPARTS. Execution of this Agreement shall become effective only upon approval by the District's Commissioners. This Agreement may be executed in identical counterparts, each of which shall be deemed an original agreement, and all of which shall constitute one agreement. The execution of one counterpart by a party shall have the same force and effect as if that party had signed all other counterparts. 10. INCORPORATION OF RECITALS. The Recitals contained in this Agreement, and the Preamble paragraph preceding the Recitals, are hereby incorporated into this Agreement as if fully set forth herein. 11. NO THIRD -PARTY BENEFICIARIES. This Agreement is for the benefit of the parties hereto only and is not intended to benefit any other person or entity, and no person or entity not a signatory to this Agreement shall have any third -party beneficiary or other right whatsoever under this Agreement. No other person or entity not a party to this Agreement may enforce the terms and provisions of this Agreement. 2 12. SEVERABILITY. The provisions of this Agreement are separate and severable. The invalidity of any clause, sentence, paragraph, subdivision, section, or portion or the invalidity of the remainder of this Agreement, or the validity of its application to other persons or circumstances, shall not affect the validity of the remainder of this Agreement, or the validity of its application to other persons or circumstances. 13. HEADINGS. The headings in this Agreement are inserted for reference purposes only and shall not be construed to expand, limit, or otherwise modify the terms and conditions of this agreement. IN WITNESS WI-IEREOF, the parties hereby enter into this Agreement as of the latest date written below. KING COUNTY WATER DISTRICT #125 CITY OF TUKWILA Name: Shane Young Title: General Manager Date:Date: Name: Allan Ekberg Title: Mavor APPROVED AS TO FORM: APPROVED AS TO FORM: "7 Name: Name: Rachel B. urpin Title: Title: City Attorney saJa. 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