HomeMy WebLinkAboutTIS 2025-07-28 Item 1B - Agreement - Cost Share Agreement wtih Water District #125 for 2025 Overlay ProjectTO:
FROM
BY:
CC:
DATE:
SUBJECT
City of Tukwila Thomas McLeod, Mayor
Public Works Department - Jen Tetatzin, PE, PMP - Director
Transportation and Infrastructure Services Committee
Jen Tetatzin, Public Works Director
David Baus, Project Manager
Mayor Thomas McLeod
July 25, 2025
Water District 125, 2025 Overlay Project
Cost Share Agreement
ISSUE
Approve cost -share agreement with Water District 125 to help fund the construction of the 2025 Annual
Overlay Project.
BACKGROUND
During the Summer of 2024 Water District 125 had a project to update some of their watermain along
51s' Ave S eventually becoming Macadam Road S. Working with the District final overlay paving was
able to be held off with the contingency that Water District 125 would give us a lump sum payment for
the paving costs saved in order for the funds to be used in a bigger city performed overlay that would
capture the work area from the water districts watermain project.
DISCUSSION
A takeoff was performed using the plan set from the watermain project showing how much of the road
would have been overlayed. Converting this area into a price per ton of asphalt a unit price was finally
applied to show the cost to purchase and install the asphalt using recent bid cost data.
FINANCIAL IMPACT
No contribution from the City. This is to accept funding from Water District 125.
RECOMMENDATION
Council is being asked to approve the cost -share agreement and to authorize signature of the contract
with Water District 125, therefore accepting the lump sum payment of $112,336.40, which includes a
contingency of $10,212.40.
Attachments:
Water District 125 Signed Contract
Tukwila City Hall • 6200 Southcenter Boulevard • Tukwila, WA 98188 • 206-433-1800 • Website: TukwilaWA.gov
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FUNDING AGREEMENT
This Funding Agreement ("Agreement") is made by and between the City of Tukwila
("City") and Water District 125 ("District"), a political subdivision of the State of
Washington, a franchise utility district within Tukwila limits. These entities may be referred
to individually as "Party" or collectively as the "Parties."
RECITALS
A. The City is performing a grind and overlay on 51st Ave S continuing to Macadam Rd
S from Klickitat Dr to 43rd Ave S. This is part of the City's Annual Overlay Project.
B. In the summer of 2024, Water District 125 completed upgrades to its watermain
infrastructure along Macadam Rd S. The City agreed to allow the District to leave the
Macadam Rd S with a permanent trench patching, rather than require the District to
undertake full re -paving in exchange for the District providing funding in the amount
of $102,124.00 to be allocated to the City of Tukwila for their Annual Overlay
Project.
C. The purpose of this Agreement is to set forth the terms and conditions by which the
City permitted a temporary patch instead of a permanent repair, in exchange for
receiving $102,124.00 dollars for the purposes of the Annual Overlay Project.
NOW, THEREFORE, in consideration of the mutual promises and other
undertakings by and between the Parties and set forth in this Agreement, the sufficiency of
which is hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. Term
This Agreement shall take effect once executed by the Parties ("Effective Date") and
shall remain in effect until December 31, 2026. In addition, this Agreement also applies
to costs incurred and actions taken prior to the "Effective Date" that specifically fall
within the terms of this Agreement.
2. Res onsibilities
2.1. District Responsibilities.
Within thirty (30) days of the Effective Date of this Agreement, The
District 125 shall pay a one-time lump sum payment of one hundred
two thousand one hundred twenty-four dollars ($102,124.00)
("Lump Sum Payment") to the City of Tukwila for the purchase and
installation of hot mix asphalt, as further described in Attachment A.
ii. In addition to the Lump Sum Payment, the District will hold in
reserve a contingency payment of $10,212.40 ("Contingency
Payment"), to be made available to the City within thirty (30) days
M.
written notice by the City of the need for the Contingency Payment.
Use of the Contingency Payment is to address unforeseen subsurface
conditions, including but not limited to unsuitable or unstable sub-
base material discovered during grinding and overlay operations. Use
of these funds shall be limited to corrective measures such as
excavation, replacement, stabilization, or other remedial work
necessary to ensure structural integrity and compliance with project
specifications.
2.2. City Responsibilities:
The City will be responsible for completing, or causing to be
completed, the work described in Attachment B ("Work") and all
associated attachments, including design, permitting, and
construction of Macadam Rd S asphalt overlay.
3. Dispute Resolution.
3.1 The Parties agree to negotiate in good faith to resolve any disputes arising ,
under this Agreement. The Parties shall designate representatives for purposes
of managing this Agreement and the dispute resolution process under this
Section 3. The Parties' Agreement administrators are the persons identified in
Section 8 to receive notice. Except as otherwise provided in this Agreement,
the Parties shall use the following dispute resolution process:
Step One: The Parties' Agreement administrators shall confer and attempt to
resolve the dispute within ten (10) business days of written notification
by any Party.
Step Two: If the Agreement administrators are unable to resolve the dispute
within ten (10) business days, any Party may refer the dispute to the
District Director or designee and the superior to the contract
administrator for the City.
3.2 No Party may seek relief in a court of law until and unless the two-step
process in Paragraph 3.1 is completed in good faith.
3.3 If the Parties cannot resolve the dispute using the process in Section 3.1, the
Parties may, by agreement, submit the matter to non -binding mediation. The
Parties shall share equally in the cost of the mediation. If additional parties
participate in the mediation then each participant shall pay a share of the cost
of the mediation, such share to be calculated by dividing the total cost of the
mediation by the number of parties participating. Mediation shall not be a
prerequisite to litigation.
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3.4 The Parties agree that during any conflict or dispute resolution process they
shall continue to diligently perform their respective responsibilities under this
Agreement.
4. No Preclusion of Separate but Related Activities or Projects
Nothing in this Agreement shall preclude any Parry from choosing or agreeing to fund or
implement any work activities or projects associated with any of the purposes hereunder by
separate agreement or action, provided that any such decision or agreement shall not impose
any funding, participation, or other obligation of any kind on the other Parties.
5. Hold Harmless and Indemnification
To the extent permitted by state law, and for the limited purposes set forth in this Agreement,
each Parry shall protect, defend, hold harmless, and indemnify the other Parties, their
officers, elected and appointed officials, agents and employees, while acting within the scope
of their duties as such, from and against any and all claims (including demands, suits,
penalties liabilities, damages, costs, expenses, or losses of any kind or nature whatsoever)
("Damages") resulting from such Party's own negligent acts or omissions related to such
Party's participation and obligations under this Agreement. Each Party agrees that its
obligations under this subsection extend to any claim, demand, and/or cause of action
brought by or on behalf of any of its employees or agents. For this purpose, each Party, by
mutual negotiation, hereby waives, with respect to the other Party only, any immunity that
would otherwise be available against such claims under the industrial insurance act provision
of Title 51 RCW. The Parties acknowledge that this Section 5 was expressly negotiated and
agreed to by them. The provisions of this Section 5 shall survive and continue to be
applicable to any Party exercising the right of termination pursuant to Section 9.
6. Notice; Designation of Agreement Administrators; Signature Authority
6.1 Any notice permitted or required to be given by any Party shall be given in
writing and may sent by certified United States mail, with return receipt
requested, properly addressed, postage prepaid; or by reputable overnight
delivery service; or by personal service. Notice shall be deemed given two (2)
days after deposit in the U.S. mail as specified in the preceding sentence; or
upon delivery (or refusal of delivery) by an overnight delivery service or by
personal service. Notwithstanding anything in this Section 8 to the contrary, a
Party may provide notice by email or other electronic means with delivery
confirmation or read receipt (or both) but the Parry providing electronic notice
shall bear the burden to prove the date that notice was delivered.
6.2 All notices, invoices, correspondence, or other materials, including Dispute
Resolution Notices, shall be given to the Agreement administrators
electronically. A Party may change their Agreement administrators by
.;
providing notice to the other Party. The initial Agreement administrators are
as follows:
Dylan Bailey
Water District 125
3460 S 148`h, Suite 110
Tukwila, WA 98168
206-242-9547
dylanbailey@waterdistrictl25.com
Jen Tetatzin
The City of Tukwila
6200 Southcenter Blvd
Tukwila, WA 98188
206-433-0179
Jen.Tetatzin@TukwilaWA.gov
7. Records and Audit
7.1 For a period not less than six (6) years from the date of completion of the
Work or for such retention period as may be required by law, whichever is
longer, records and accounts pertaining to the Work of this Agreement shall
be kept available for inspection and audit by representatives of the Parties.
Copies of the records shall be furnished upon request. Records and accounts
shall be maintained in accordance with applicable state law and regulations.
8. Extension; Amendments.
8.1 The Parties may agree in writing to extend or renew the term of this
Agreement at any time prior to its expiration date as specified in Section 1,
Such a change must be added as an amendment to the Agreement at which
time an extension or renewal of the Agreement is enacted.
8.2 This Agreement may only be amended or extended by the mutual written
consent of all Parties.
9. Termination
9.1 This Agreement can only be terminated by mutual written agreement of the
Parties.
10. General Terms and Conditions
10.1 Entire Agreement,• Recitals and Exhibits Incorporated. The Recitals and
Exhibits to this Agreement are incorporated as if fully set forth herein. This
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document contains all of the terms, conditions, and provisions agreed upon by
the Parties hereto, and shall not be modified except by written amendment.
There are no other agreements between the Parties with respect to the matters
described herein, whether in writing or otherwise, and all prior agreements
and understandings are superseded with respect to the subject matter of this
Agreement.
10.2 I egal Relations. This Agreement is solely for the benefit of the Parties hereto
and creates no right, duty, privilege, or cause of action in any other person or
entity not a party to it. No joint venture or partnership is formed as result of
this Agreement. No employees or agents of one Party or its contractors shall
be deemed, or represent themselves to be, employees of the other Party.
10.3 Compliance with Laws. The Parties shall comply and shall insure that their
respective contractors and subcontractors comply, with all Federal, state, and
local laws, regulations, and ordinances applicable to the Work to be performed
under this Agreement, including but not limited to prevailing wages
requirements under Chapter 39.12 RCW.
10.4 Remedies Cumulative. The Parties' rights and remedies in this Agreement are
in addition to any other rights and remedies provided by law or equity.
10.5 Noiiwaiver. A Party's failure to require full and timely performance of any
provision of this Agreement at any time shall not waive or reduce that Party's
right to insist upon complete and timely performance of any other provision
thereafter.
10.6 Choice of Law; Venue. Any and all claims relating to this Lease shall be
governed by and construed in accordance with the substantive and procedural
laws of the State of Washington without giving effect to its conflicts of law
rules or choice of law provisions. The sole and exclusive venue for any legal
action arising from or related to this Lease shall be in the Superior Court of
King County, Washington; and the Parties hereby agree to the personal
jurisdiction of such court.
10.7 Legal Fees. In any lawsuit between the Parties with respect to the matters
covered by this Agreement, the prevailing party shall be entitled to its
reasonable attorney's fees, costs and expenses to be paid by the other Party, in
addition to any other relief it may be awarded.
10.8 Survival. The provisions of Section 5 (Indemnity) and this Section 11 shall
survive the expiration or earlier termination of this Agreement.
10.9 Severabilit . If any term of this Agreement is to any extent illegal, otherwise
invalid, or incapable of being enforced, such term shall be excluded to the
extent of such invalidity or unenforceability; all other terms hereof shall
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remain in full force and effect; and, to the extent permitted and possible, the
invalid or unenforceable tern shall be deemed replaced by a term that is valid
and enforceable and that comes closest to expressing the intention of such
invalid or unenforceable term.
10.10 No Ex enditure In Excess of Ap3src� �r�. Nothing in this Agreement shall
be construed as obligating any Parry to expend money in excess of
appropriation authorized by law and administratively allocated for the Work
in this Agreement.
10.11 No Assignment. Neither this Agreement nor any of the rights or obligations
of any of the Parties arising under this Agreement may be assigned, without
the other Parties' prior written consent. Subject to the foregoing, the
Agreement will be biding upon, enforceable by, and inure to the benefit of the
Parties and their successors and assigns.
10.12 No Third -Party Beneficiaries. There are no third -parry beneficiaries to this
Agreement, and this Agreement shall not impart any rights enforceable by any
person or entity that is not a parry hereto.
10.13 Counterparts. This Agreement may be executed by facsimile or any other
electronically reproduced signature that is consistent with Chapter 19.360 RCW
in any number of current parts and signature pages hereof with the same effect
as if all Parties had all signed the same document. All executed current parts
shall be construed together, and shall, together with the text of this agreement,
constitute one and the same instrument.
10.14 Force Ma`e�e., Any Party shall be excused from performing its obligations
under this Agreement during the time and to the extent that it is prevented from
performing by a cause beyond its control, including, but not limited to: any
incidence of fire, flood, earthquake or acts of nature; strikes or labor actions
commandeering material, products, or facilities by the federal, state or local
government; when satisfactory evidence of such cause is presented to the other
Party, and provided further that such non-performance is beyond the control and
is not due to the fault or negligence of the Party not performing. Upon any force
majeure, all Parties may jointly elect to terminate this Agreement or suspend
work upon written notice. In no event should this provision eliminate the need
to make any payment to either Party to the extent any such payment is required
pursuant to this Agreement.
[Signatures -Proceed to Next Page]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
affixed to their signatures.
WATER MST' CT i
ZVT
( Date
A?,edoForm By:
Water District 125 Attorney t` Date
THE CITY OF TUKWILA
Printed Name
Position
7
Date
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