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HomeMy WebLinkAboutCAG1992-0532 - Other - Covington Water District - Utility Relocation Agreement - 01/19/2021AG lq12-c5 J,J C)zt'/4.M. KENT WAsHrNcTot DATE; TO: SUBJECT:Utility Relocation Agreement between the covington waterDistrict and City of Kent for the Rock Creek Culvert Replacement at Summit Landsburg Road project - Authorize SUMMARY: In 2OLO, the City entered into an agreement with the National Marine Fisheries Service and the United States Fish and Wildlife Service to implement a series of habitat conservation measures (HCM's) in the Rock Creek Watershed in exchange for agency support on future renewals of the City's water-right at Clark Springs. One of these HCM's is the replacement of the Rock Creek Culvert at Summit Landsburg Road. This project is intended to remove a barrier to fish passage. Thereplacement project will consist of the removal of the existing culvert and construction of fish passable bridge and related habitat improvements. This work will require relocation of water facilities owned and operated by the Covington Water District within Summit Landsburg Road. This agreement will allow the City to be reimbursed for the actual costs incurred during construction to relocate the water District's facilities. BUDGET IMPACT: The City will be reimbursed by the Covington Water District in accordance with the agreement for actual costs incurred during construction of the relocated water facilities. SUPPORTS STRATEGIC PLAN GOAL: Evolvino rnfrastructure - Connecting people and places through strategic investments in physicat a nd tech no log i ca I i nfra structu re. January 5,202L Kent City Council M OTIO N Au th o n ze the M ayor to sr g n the utit itv Re location Agreem ent fo rthesummitLandsburgRoadandRockcreekCulvertReplacementProjectbetweentheCityofKentandCovngtonwaterDstrict,su bject to fi na ItermsandconditionacceptabletothecitvAttorneyandPubrcworks Di recto r ATTACHMENTS: 1. Utility Relocation Agreement (PDF) L2/Lsl20 COUNCIL BY CONSENSUS RESULT: Committee of the Whole RECOMMENDED TO RECOMMENDED TO COUNCIL BY CONSENSUS Next: L/5l2O2r 7:OO PM COMMISSIONERS: Alan Eades Kevin Fuhrer Brad Lake David B. Roselle Tal Weberg GENERAL MANAGER: Thomas Keown, P.E. December 1,,2020 Nancy Yoshitake City of Kent 220 Fourth Avenue South Kent, WA 98032 Utility Relocation Agreement for Summit Landsburg Road and Rock Creek Culvert Replacement Ms. Yoshitake Enclosed please find two Utility Relocation Agreements for the Summit Landsburg Road and Rock Creek Culvert Replacement Project between the City of Kent and Covington Water District. These agreements have been signed by the Covington Water District and await execution by the City of Kent. Upon execution, please return one original to the Covington Water District at the address listed below. Thank you for your assistance with this agreement. Tom Malphrus TER ISTRICT vrsroN oF ToMoRRow I AcfloN TODAY 18631SE 300s Place, Covington, WA 98042 (253) 631-0565 ar-n Project Engineer Tom Malphrus Covington Water District 18631S.E. 300th Place Covington, WA 98042 URA Kent/CWD 07 127 /2020 UTILITY RELOCATION AGREEMENT FOR THE SUMMIT LANDSBURG ROAD AND ROCK CREEK CULVERT REPLACEMENT PROJECT BETWEEN THE CITY OF KENT AND COVINGTON WATER DISTRICT THIS AGREEMENT is entered into befween the City of Kent, a Washington municipal corporation, located and doing business at 220 Fourth Ave S., Kent, Washington, 98032 (hereinafter called "CITY") and Covington Water District, a Washington municipal corporation, located and doing business at 18631 SE 300th place, Covington, Washington,98042 (hereinafter called "DISTRICT"), collectively referred to herein as the "Parties." RECITALS WHEREAS, the CITY is in the process of designing a roadway improvement project, commonly known as Summit Landsburg Road and Rock Creek Culvert Replacement, which commences generally 300 feet SW of the center line of Rock Creek to 300 feet NE of the centerline of Rock Creek in Kent, Washington (the "Project"); and WHEREAS, the DISTzuCT entered into a Water Facility Agreement with the CITY dated June 3, 1992, to construct and operate a water service transmission line within the vicinity of the Project and the Water Facitity Agreement was extended by the Parties in June of 2017 for an additional fifteen (15) years to June 3,2032; and, WHEREAS, the CITY has determined that DISTRICT'S facilities need to be relocated to reconstruct the roadway and install stream crossing improvements; and WHEREAS, pursuant to the Water Facility Agreement, the DISTRICT is required to relocate its facilities at its own expense upon written notice from the CITY that certain improvements are necessary; and WHEREAS, the Parties recognize the efficiencies of combining the CITy's roadway improvements with the DISTRICT's relocation of its facilities; and WHEREAS, the DISTRICT is financially responsible for all costs associated with this relocation work and is obligated to reimburse the CITY for such work; and WHEREAS, the DISTRICT's engineering design consultant will complete design of the water line relocation work on behalf of the DISTRICT; and WHEREAS, the CITY will incorporate the DISTRICT'S design of the water line relocation work into its contract and specifications; I URA KenVCWD 07/2712020 NOW THEREFORE, in consideration of the terms, conditions, covenants, and performances contained herein, or attached and incorporated and part hereof, IT IS MUTUALLY AGREED AS FOLLOWS: AGREEMENT Section 1. General. The CITY agrees to perform the water line relocation work as agent for and on behalf of the DISTRICT, as required by the DISTRICT under its agreement with the CITY. The work to be completed by the GITY for the DISTRICT will be in accordance with the plans and specifications as set forth in Section 3, herein. Section 2. Agreement Incorporated. The Water Facilify Agreement dated June 3, 1992, as amended and extended in June of 2017, is incorporated into this AGREEMENT as if fully set forth herein. Section 3. Construction Plans. Plans, specifications, bid schedule and estimate for the water line relocation work will be prepared by the DISTRICT's engineering consultant generally in accordance with the current State of Washington Standard Specifications for Road, Bridge and Municipal Construction, DISTRICT Standard Specifications as applicable, and adopted design standards and provided to the CITY for incorporation into the CITY's bid manual. Unless otherwise agreed to by the Parties, the DISTRICT will provide the CITY with its final copy of Plans and Specifications by, January 29,202I. The CITY will review the plans, specifications, bid schedule and estimate made by the DISTRICT and, if the CITY concurs with the proposed plans and specification, will give final approval and direct the CITY's engineering consultant to incorporate the water line relocation work into the Project. Section 4. Construction Work Authorization. The DISTRICT hereby authorizes the CITY to proceed with construction work for the purpose intended by this AGREEMENT. The construction work to be performed by the CITY or its agents, includes permitting the Project, bidding the Project, awarding the bid, and administering the construction contract. Section 5-Bid Award. 5.1 The water line relocation work shall be included as a separate bid schedule, prepared by the DISTRICT as set forth in Section 3. The CITY shall provide the DISTRICT with an opportunity to review the bids submitted by contractors on this Project to ensure that the bids for the DISTRICT improvements are not subject to unbalanced bidding whereby the DISTRICT would be paying an unreasonable or inequitable amount for the DISTRICT improvements or the bids are unreasonably high based on the DISTRICT'S estimate. The bid schedule prepared by the DISTRICrs engineering consultant shall include detailed instructions to bidders regarding how this bid schedule will be reviewed and how the determination of bid responsiveness will be made on this bid schedule. The DISTRICT shall have five (5) business days from the date 2 URA Kent/CWD 07 127 12020 of bid opening to notify the CITY in writing that it is rejecting the bid for the DISTRICT work and intends to utllize a contractor of its choice to complete the water line relocation work at its sole cost. The DISTRICT shall defend, indemnify and hold harmless the CITY and its employees and agents against any claims arising from the DISTRICT's review of the bid schedule for the water line relocation work. The indemnity provision of this Section 5.1 shall survive the termination or expiration of this Agreement. 5.2 If the DISTRICT elects to reject the bid for the DISTRICT work and decides ro complete the work on its own, the DISTRICT shall require its contractor to coordinate the DISTRICT work within the Project area with the CITY'S contractor and with any contractors from other utilities and to not unreasonably interfere with or delay the CITY'S contractor. The DISTRICT shall be responsible for the out-of-pocket costs incurred by the CITY for delays in the Project to the extent the delay is caused or arises out of the DISTRICT or the DISTRICT's contractor's failure to coordinate with the CITY's contractor or from unreasonable interference with the CITY's contractor. Such out-of-pocket costs may include, but are not limited to, payment to the CITY's contractor and/or consultants for increased costs and associated court costs, interest and reasonable attorneys' fees incurred by the CITY to the extent directly attributable to the DISTRICT's or DISTRICT's contractor's cause delay in the Project. The provisions of this Section 5.2 shall survive the termination or expiration of this Agreement. Section 6. Administering Construction Contract. The CITY is hereby designated as the DISTRICT'S construction agent, acting for and on behalf of the DISTRICT, for that portion of the Project that involves the water line relocation work. Unless, the DISTRICT exercises its option set forth in Section 5 to complete such work on its own, the CITY will be responsible for performing the water line relocation work and for administering the Project construction contract. As construction agent, the CITY will perform all engineering review, survey, and field inspections and shall make all payments to the Contractor. The CITY will keep the DISTRICT advised as to the progress of the Project. The CITY shall noti$r the DISTRICT if the water line relocation work cannot be completed as designed, regardless of cause. Whenever practical, the DISTRICT shall have final discretion with regard to design field-adjustment decisions related to the work of the Contractor on the water line relocation work. To the extent reasonably practical, the DISTRICT will provide the CITY with its approval of any design field-adjustment decisions or alternative designs at least ten (10) working days before the anticipated work on the applicable portion of the water line relocation work. Section 7. fnspection bv the DISTRICT. The DISTRICT shall engage the services of the CITY'S inspector relating to the water line relocation work. Any costs for such inspection will be borne solely by the DISTRICT. Unless otherwise agreed to by the Parties, the DISTRICT shall provide its own inspection and/or engineering services to resolve design field-adjustment decisions. All contact between the DISTRICT and the CITY'S Contractor shall be through the CITY'S representatives. Section 8. Pavment. The DISTRICT, in consideration of the faithful performance of the work to be done by the CITY, agrees to reimburse the CITY for the actual direct cost of aJ URA KenVCWD 07/2712020 all water line relocation work. The DISTRICT shall pay in full, all costs invoiced by the CITY within thirty (30) days, of the date of the invoice. Interest will accrue at the rate of twelve percent (I2%) per altnum on any outstanding balance not paid within the required 30-day period. Section 9. Extra Work. In the event it is determined that any "substantial change" from the description of the water line relocation work contained in the AGREEMENT is required, written approval must be secured from the DISTRICT before the beginning of such work, but the City will retain sole discretion to issue change orders. "substantial chattge" is defined as any changes requiring an increase in the DISTRICT'S financial obligation due to supplemental work or to change of work out of project "scope". The DISTzuCT will provide input to the CITY within twenty (20) working days of being notified of a substantial change in the water line relocation work. Section 10. Emergencv Repairs. Prior to CITY acceptance of Contractor work, if there is a need of "emergency repair" and the CITY'S Contractor is unable to perform such repair in a timely manner, the DISTRICT shall have permission to enter upon the CITY'S right-of-way and complete said emergency repair. "Emergency repairs" are defined as work performed by CITY or DISTRICT personnel to stabilize or remove immediate hazatds or dangers by cutting and capping water mains and restoring immediate utility services to customers in the area. Upon completion of any emergency repairs by the CITY or the DISTRICT, the CITY and the DISTRICT shall cooperatively determine each party's financial responsibility with respect to the construction contract. Section 11. Financial Acceptance. The CITY shall conduct a field review of each constructed facility with representatives of the DISTRICT and shall further require all resulting punch list items to be corrected to the satisfaction of the DISTRICT and the CITY before final acceptance by the CITY. The DISTRICT agrees upon satisfactory completion of the work involved as determined by the DISTRICT, to deliver a letter of acceptance approving the CITY'S management and construction of the Project. Acceptance of the work shall not constitute acceptance of any unauthorized or defective work or materials, nor be a waiver of any manufacturer's, supplier's, or contractor's warranties. Final acceptance of the work shall be by the CITY after inspection by all agencies involved. Section 12. Deliveries. The CITY and the DISTRICT mutually agree, within 30 days from the date of the DISTRICT'S letter of acceptance, as set forth in Section 11, herein, to deliver certain items to each other. The CITY will deliver to the DISTRICT any guarantee or warranty fumished as a normal trade practice in connection with the purchase of any equipment, materials, or items used in the construction of the Project; and shall deliver as-built drawings in AutoCAD electronic format to the DISTRICT. The CITY'S Contractor shall warrant the workmanship and materials utilized in the improvements to be free from defects for a period of one (1) year from the date of the DISTRICT'S letter of acceptance, as set forth in Section ll herein, with all such warranties running to the DISTRICT as a third party beneficiary with fulI authority to make such warranty claims. The DISTRICT shall deliver to the CITY a release and 4 LIRA KenVCWD 07 127 12020 waiver of all claims or demands of any nature that result from the CITY'S perfomance of the work under this AGREEMENT. The DISTRICT must have received approval from the CITY's Law Department of the form and content of the release, prior to the date of the planned delivery of the release and waiver to the CITY. The deliveries contemplated within this Section are mutual deliveries, and to satisfy the terms of this Section, the exchanges should occur in person, if possible, to include a representative of each party, and one delivery will not be effective without the simultaneous delivery by the other party. Section 13. Legal Relations. Except as otherwise specified in this Agreement, the CITY and the DISTRICT agree to defend, save, keep and hold hannless the other, its officers, agents, employees and volunteers from any and all damages, costs or expenses in law or equity that may arise because of damages to property or personal injury received by reason of, or in the course of; or which may be occasioned by any willful or negligent act or omission of the municipal entity arising out of the activities which are the subject ofthis AGREEMENT. The construction specifications shall include the usual indemnification and insurance provisions to protect the CITY and the DISTRICT. Section 14. Resolution of Disputes and Governins Law. This AGREEMENT shall be governed and construed in accordance with the laws of the State of Washington. If the DISTRICT and CITY are unable to resolve disputes arising from the terms of this AGREEMENT, the parties shall submit the dispute to a non-binding mediation process, with the mediator being mutually agreed to by the parties. The cost of that process shall be shared equally. If the parties are unable to settle any dispute or claim through mediation, the means of resolving that dispute, difference or claim, shall be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, unless the parties agree in writing to binding arbitration. Each party in any such dispute or claim shall be responsible for the palmrent of its own attorneys' fees and costs. Section 15. Written Notice. All formal notices required by this AGREEMENT shall be sent to the parties at the addresses listed on the signature page of this AGREEMENT, unless notified to the contrary. Any formal written notice hereunder shall become effective three calendar days following the date of mailing by registered or certified mail. The Parties agree that forrnal notices required under this AGREEMENT may also be issued via email using the official email addresses for the DISTRICT'S General Manager and the CITY's Public Works Director. Communications between CITY and DISTRICT employees regarding the work to be performed in connection with this AGREEMENT may be conducted directly between authorized or assigned Project representatives. Section 16. Assisnment. Any assignment of this AGREEMENT by either party without the written consent of the non-assigningpafty shall be void. 5 URA Kent/CWD 07 /27 /2020 Section 17. Modilication. No waiver, alteration, or modification of any of the provisions for the AGREEMENT shall be binding unless in writing and signed 6y a duly authorized representative of the CITY and the DISTRICT. Section 18. Entire Agreement. The written provisions and terms of this AGREEMENT, together with any attached Exhibits, shall supersede all prior verbal statements of anyofficer or other representative of either party, and such statements shall not be effectivlor be construed as entering into or forming a part of or altering in any manner thisAGREEMENT. This document, including all Exhibits, is the entiie agreement between the parties. Should any language in any of the Exhibits to the ACnEBUBNT conflictwith any language contained in this AGREEMENT, the terms of this AGREEMENT shall prevail. $ectipn 19. Counterparts. This AGREEMENT may be signed in any number ofidentical counterparts, each of which shall be considered uo origioul even if they are transmitted by electronic means, and taken together, shall be considered to constitutl one and the same instrument. Section 20. Effective Date. This AGREEMENT shall be effective as to all parties on the last date signed below. [Signatures on following page] 6 URA Kent/CWD 0'l /27 /2020 IN WITNESS WHEREOF, this AGREEMENT is executed by the Parties by their authorized officers indicated below: City of Kent 220 Fourth Ave S. Kent, WA 98032 BY rrs: ['fiD.,1ru/ DATE: Ulq u\ A CITY APPROVED AS TO FORM: W&ailtud Covington Water District 18631 SE 300th Place Covington, WA 98042 BY Q"\) KENT LAW DEPARTMENT ITS: (futur*|" DArE: lll lLl 1-rrz4 APPROVED AS TO FORM: 5 DISTRICT ATTORNEY, COVINGTON WATER DISTRICT f: OF 7 URA KcnVCWD 07/27/2A20 IN WITNESS WHEREOF, this AGREEMENT is executed by the Parties by their authorized officers indicated below: City of Kent 220 Fourth Ave S. Kent, WA 98032 lq u f: CITY OFKENT APPROVED AS TO FORM: DEPARTMENT Covington Water District 18631 SE 300t1'Place Covington, WA 98042 QDBYBY ITS t DATE: ITS:,r^/of DATE: I 1i74 APPROVED AS TO FORM: T (rsn^ DISTRICT ATTORNEY, COVINGTON WATER DISTRTCT 7 URA Kent/CWD 07 /27 /2020 UTILITY RELOCATION AGREEMENT FOR THE SUMMIT LANDSBURG ROAD AND ROCK CREEK CULVERT REPLACEMENT PROJECT BETWEEN THE CITY OF KENT AND COVINGTON WATER DISTRICT THIS AGREEMENT is entered into between the City of Kent, a Washington municipal corporation, located and doing business at 220 Fourth Ave S., Kent, Washington, 98032 (hereinafter called "CITY") and Covington Water District, a Washington municipal corporation, located and doing business at 18631 SE 300th place, Covington, Washington, 98042 (hereinafter called "DISTRICT"), collectively referred to herein as the "Parties." RECITALS WHEREAS, the CITY is in the process of designing a roadway improvement project, commonly known as Summit Landsburg Road and Rock Creek Culvert Replacement, which conrmences generally 300 feet SW of the center line of Rock Creek to 300 feet NE of the centerline of Rock Creek in Kent, Washington (the "Project"); and WHEREAS, the DISTRICT entered into a Water Facility Agreement with the CITY dated June 3, 1992, to construct and operate a water service transmission line within the vicinity of the Project and the Water Facility Agreement was extended by the Parties in June of 2017 for an additional fifteen (15) years to June 3,2032; and, WHEREAS, the CITY has determined that DISTRICT'S facilities need to be relocated to reconstruct the roadway and install stream crossing improvements; and WHEREAS, pursuant to the Water Facility Agreement, the DISTRICT is required to relocate its facilities at its own expense upon written notice from the CITY that certain improvements are necessary; and WHEREAS, the Parties recognize the efficiencies of combining the CITY's roadway improvements with the DISTRICT's relocation of its facilities; and WHEREAS, the DISTRICT is financially responsible for all costs associated with this relocation work and is obligated to reimburse the CITY for such work; and WHEREAS, the DISTRICT's engineering design consultant will complete design of the water line relocation work on behalf of the DISTRICT; and WHEREAS, the CITY will incorporate the DISTRICT'S design of the water line relocation work into its contract and specifications; I URA Kent/CWD 07 /27 /2020 NOW THEREFORE, in consideration of the terms, conditions, covenants, and perfonnances contained herein, or attached and incorporated and part hereof, IT IS MUTUALLY AGREED AS FOLLOWS: AGREEMENT Section 1. General. The CITY agrees to perform the water line relocation work as agent for and on behalf of the DISTRICT, as required by the DISTRICT under its agreement with the CITY. The work to be completed by the CITY for the DISTRICT will be in accordance with the plans and specifications as set forth in Section 3, herein. Section 2. Agreement fncorporated. The Water Facility Agreement dated June 3, 1992, as amended and extended in June of 2017 , is incorporated into this AGREEMENT as if fully set forth herein. Section 3.Plans.Plans, specifications, bid schedule and estimate for the water line relocation work will be prepared by the DISTRICT's engineering consultant generally in accordance with the current State of Washington Standard Specifications for Road, Bridge and Municipal Construction, DISTRICT Standard Specifications as applicable, and adopted design standards and provided to the CITY for incorporation into the CITY's bid manual. Unless otherwise agreed to by the Parties, the DISTRICT will provide the CITY with its final copy of Plans and Specifications by, January29,202l. The CITY will review the plans, specifications, bid schedule and estimate made by the DISTRICT and, if the CITY concurs with the proposed plans and specification, will give final approval and direct the CITY's engineering consultant to incorporate the water line relocation work into the Project. Section 4. Construction Work Authorization. The DISTRICT hereby authorizes the CITY to proceed with construction work for the purpose intended by this AGREEMENT. The construction work to be performed by the CITY or its agents, includes permitting the Project, bidding the Project, awarding the bid, and administering the construction contract. Section 5. Bid Award 5.1 The water line relocation work shall be included as a separate bid schedule, prepared by the DISTRICT as set forth in Section 3. The CITY shall provide the DISTRICT with an opportunity to review the bids submitted by contractors on this Project to ensure that the bids for the DISTRICT improvements are not subject to unbalanced bidding whereby the DISTRICT would be paying an unreasonable or inequitable amount for the DISTRICT improvements or the bids are unreasonably high based on the DISTRICT'S estimate. The bid schedule prepared by the DISTRICT's engineering consultant shall include detailed instructions to bidders regarding how this bid schedule will be reviewed and how the determination of bid responsiveness will be made on this bid schedule. The DISTRICT shall have five (5) business days from the date 2 IIRA Kent/CWD 0'1 /27 /2020 of bid opening to notify the CITY in writing that it is rejecting the bid for the DISTRICT work and intends to utilize a contractor of its choice to complete the water line relocation work at its sole cost. The DISTRICT shall defend, indemnify and hold harmless the CITY and its employees and agents against any claims arising from the DISTRICT,s review of the bid schedule for the water line relocation work. The indemnity provision of this Section 5.1 shall survive the termination or expiration of this Agreement. 5.2 If the DISTRICT elects to reject the bid for the DISTzuCT work and decides to complete the work on its own, the DISTRICT shall require its contractor to coordinate the DISTRICT work within the Project area with the CITY'S contractor and with any contractors from other utilities and to not unreasonably interfere with or delay the CITY'S contractor. The DISTRICT shall be responsible for the out-of-pocket costs incurred by the CITY for delays in the Project to the extent the delay is caused or arises out of the DISTRICT or the DISTRICT's contractor's failure to coordinate with the CITY's contractor or from unreasonable interference with the CITY's contractor. Such out-of-pocket costs may include, but are not limited to, payrnent to the CITY's contractor and/or consultants for increased costs and associated court costs, interest and reasonable attorneys' fees incurred by the CITY to the extent directly attributable to the DISTRICT's or DISTRICT's contractor's cause delay in the Project. The provisions of this Section 5.2 shall survive the termination or expiration of this Agreement. Section 6. Administering Construction Contract. The CITy is hereby designated as the DISTRICT'S construction agent, acting for and on behalf of the DISTRICT, for that portion of the Project that involves the water line relocation work. Unless, the DISTRICT exercises its option set forth in Section 5 to complete such work on its own, the CITY will be responsible for performing the water line relocation work and for administering the Project construction contract. As construction agent, the CITy will perform all engineering review, survey, and field inspections and shall make all payments to the Contractor. The CITY will keep the DISTRICT advised as to the progress of the Project. The CITY shall notify the DISTRICT if the water line relocation work cannot be completed as designed, regardless of cause. Whenever practical, the DISTRICT shall have final discretion with regard to design field-adjustment decisions related to the work of the Contractor on the water line relocation work. To the extent reasonably practical, the DISTRICT will provide the CITY with its approval of any design field-adjustment decisions or alternative designs at least ten (10) working days before the anticipated work on the applicable portion of the water line relocation work. Section 7. fnspection bv the DISTRICT. The DISTRICT shall engage the services of the CITY'S inspector relating to the water line relocation work. Any costs for such inspection will be borne solely by the DISTRICT. Unless otherwise agreed to by the Parties, the DISTRICT shall provide its own inspection and/or engineering services to resolve design field-adjushnent decisions. All contact between the DISTRICT and the CITY'S Contractor shall be through the CITY'S representatives. Section 8. Pavment. The DISTRICT, in consideration of the faithful performance of the work to be done by the CITY, agrees to reimburse the CITY for the actual direct cost of 3 URA Kent/CWD 0'1 /27 /2020 all water line relocation work. The DISTRICT shall pay in full, all costs invoiced by the CITY within thirty (30) days, of the date of the invoice. lnterest will accrue at the rate of twelve percent (I2%) per annum on any outstanding balance not paid within the required 30-day period. Section 9. Extra Work. In the event it is determined that any "substantial change" from the description of the water line relocation work contained in the AGREEMENT is required, written approval must be secured from the DISTRICT before the beginning of such work, but the City will retain sole discretion to issue change orders. "substantial change" is defined as any changes requiring an increase in the DISTRICT'S financial obligation due to supplemental work or to change of work out of project "scope". The DISTRICT will provide input to the CITY within twenty (20) working days of being notified of a substantial change in the water line relocation work. Section 10- E Renairs Prior to CITY acceptance of Contractor work, if there is a need of "emergency repair" and the CITY'S Contractor is unable to perform such repair in a timely manner, the DISTRICT shall have permission to enter upon the CITY'S right-of-way and complete said emergency repair. "Emergency repairs" are defined as work performed by CITY or DISTRICT personnel to stabilize or remove immediate hazards or dangers by cutting and capping water mains and restoring immediate utility services to customers in the area. Upon completion of any emergency repairs by the CITY or the DISTRICT, the CITY and the DISTRICT shall cooperatively determine eachparty's financial responsibility with respect to the construction contract. Section 11. Financial Acceptance. The CITY shall conduct a field review of each constructed facility with representatives of the DISTRICT and shall further require all resulting punch list items to be corrected to the satisfaction of the DISTRICT and the CITY before final acceptance by the CITY. The DISTRICT agrees upon satisfactory completion of the work involved as determined by the DISTRICT, to deliver a letter of acceptance approving the CITY'S management and construction of the Project. Acceptance of the work shall not constitute acceptance of any unauthorized or defective work or materials, nor be a waiver of any manufacturer's, supplier's, or contractor's warranties. Final acceptance of the work shall be by the CITY after inspection by all agencies involved. Section 12. Deliveries. The CITY and the DISTRICT mutually agree, within 30 days from the date of the DISTRICT'S letter of acceptance, as set forth in Section 11, herein, to deliver certain items to each other. The CITY will deliver to the DISTRICT any guarantee or warranty furnished as a nomral trade practice in connection with the purchase of any equipment, materials, or items used in the construction of the Project; and shall deliver as-built drawings in AutoCAD electronic format to the DISTRICT. The CITY'S Contractor shall warrant the workmanship and materials utilized in the improvements to be free from defects for a period of one (l) year from the date of the DISTRICT'S letter of acceptance, as set forth in Section 11 herein, with all such warranties running to the DISTRICT as a third party beneficiary with full authority to make such warranty claims. The DISTRICT shall deliver to the CITY a release and 4 URA Kent/CWD 07 /27 /2020 waiver of all claims or demands of any nature that result from the CITY'S performance of the work under this AGREEMENT. The DISTRICT must have received approval from the CITY's Law Department of the form and content of the release, prior to the date of the planned delivery of the release and waiver to the CITY. The deliveries contemplated within this Section are mutual deliveries, and to satisfy the terms of this Section, the exchanges should occur in person, if possible, to include a representative of each party, and one delivery will not be effective without the simultaneous delivery by the other party. Section 13. Legal Relations. Except as otherwise specified in this Agreement, the CITY and the DISTRICT agree to defend, save, keep and hold hannless the other, its offrcers, agents, employees and volunteers from any and all damages, costs or expenses in law or equity that may arise because of damages to property or personal injury received by reason of; or in the course of; or which may be occasioned by any willful or negligent act or omission of the municipal entity arising out of the activities which are the subject of this AGREEMENT. The construction specifications shall include the usual indemnification and insurance provisions to protect the CITY and the DISTRICT. Section 14. Resolution of utes and Governins Law. This AGREEMENT shall be governed and construed in accordance with the laws of the State of Washington. If the DISTRICT and CITY are unable to resolve disputes arising from the terms of this AGREEMENT, the parties shall submit the dispute to a non-binding mediation process, with the mediator being mutually agreed to by the parties. The cost of that process shall be shared equally. If the parties are unable to settle any dispute or claim through mediation, the means of resolving that dispute, difference or claim, shall be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, unless the parties agree in writing to binding arbitration. Each party in any such dispute or claim shall be responsible for the payment of its own attorneys' fees and costs. Section 15. Written Notice. All formal notices required by this AGREEMENT shall be sent to the parties at the addresses listed on the signature page of this AGREEMENT, unless notified to the contrary. Any formal written notice hereunder shall become effective three calendar days following the date of mailing by registered or certified mail. The Parties agtee that formal notices required under this AGREEMENT may also be issued via email using the official email addresses for the DISTRICT'S General Manager and the CITY's Public Works Director. Communications between CITY and DISTRICT employees regarding the work to be performed in connection with this AGREEMENT may be conducted directly between authorized or assigned Project representatives. Section 16. Assisnment. Any assignment of this AGREEMENT by either party without the written consent of the non-assigningparty shall be void. 5 URA Kent/CWD 07 /27 /2020 Section 17. Modification. No waiver, alteration, or modification of any of the provisions for the AGREEMENT shall be binding unless in writing and signed by a duly authorized representative of the CITY and the DISTRICT. Section 18. Entire Agreement. The written provisions and terms of this AGREEMENT, together with any attached Exhibits, shall supersede all prior verbal statements of any officer or other representative of either pafiy, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this AGREEMENT. This document, including all Exhibits, is the entire agreement between the parties. Should any language in any of the Exhibits to the AGREEMENT conflict with any language contained in this AGREEMENT, the terms of this AGREEMENT shall prevail. Section 19. Counterparts. This AGREEMENT may be signed in any number of identical counterparts, each of which shall be considered an original even if they are transmitted by electronic means, and taken together, shall be considered to constituti one and the same instrument. Section 20. Effective Date. This AGREEMENT shall be effective as to all parties on the last date signed below. [Signatures on following page] 6 URA Kent/CWD 0'1 /27 /2020 IN WITNESS WHEREOF, this AGREEMENT is executed by the Parties by their authorized offi cers indicated below: City of Kent 220FolurthAve S Kent, WA 98032 BY t DATE CITY CLERK,OF KENT APPROVED AS TO FORM: Covington Water District 18631 SE 300th Place Covington, WA 98042 fi^utV* ITS A T: KENT LAWDEPARTMENT BY: ITS: DATE:I'l ltv-l 7-67'D APPROVED AS TO FORM: DISTRICT DISTRICT COVINGTON WATER kc 7 URA KenUCWD 0'l I 27 / 2020 IN WITNESS WHEREOF, this AGREEMENT is executed by the Parties by their authorized officers indicated below: City of Kent 220 Fourth Ave S Kent, WA 98032 CLERK,OF KENT APPROVED AS TO FORM: LAWDEPARTMENT Covington Water District 18631 SE 300th Place Covington, WA 98042 (X^ut[--BY ITS BY: ITS: DATE:\llwl 75"-o APPROVED AS TO FORM: DISTRICT ATTORNEY, COVINGTON WATER DISTRTCT DATE: 7