HomeMy WebLinkAboutCAG2021-539 - Original - King County Wastewater Treatment Division - 76th Avenue S Reimbursement Agreement - 12/06/2021ApprovalOriginator:Department:
Date Sent:Date Required:
Mayor or Designee
Date of Council Approval:
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Type:Review/Signatures/RoutingDate Received: City Attorney:
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Date Routed: Mayor’s Office City Clerk’s OfficeAgreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Local Business? Yes No*
Business License Verification:
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Yes In-Process Exempt (KCC 5.01.045)
Notice required prior to disclosure?
Yes No
Contract Number:
This form combines & replaces the Request for Mayor’s Signature and Contract Cover
Sheet forms. (Print on pink or cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Budget? Yes No
Dir Asst:
Sup/Mgr:
Dir/Dep:
rev. 20210513
FOR CITY OF KENT OFFICIAL USE ONLY
Agreement Routing Form
For Approvals, Signatures and Records Management
(Optional)
Basis for Selection of Contractor:
* Memo to Mayor must be attached
Termination Date:
Authorized to Sign:
REIMBURSEMENT AGREEMENT– Page 1 of 7
(between City of Kent and King County WTD Re:76th Ave S Improvements)
(November 10, 2021)
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement (“Agreement”) is between the City of Kent, a
Washington municipal corporation (“City”), and King County Wastewater Treatment
Division (“King County WTD”).
RECITALS
A. The City is making right-of-way improvements to 76th Avenue S (the
“Project”).
B. The Project requires King County WTD to adjust its authorized
underground facilities that are currently in conflict with this project.
C. King County WTD has requested that its facilities be adjusted to grade
and has agreed to reimburse the City for the construction costs associated with this
work.
AGREEMENT
The City and King County WTD therefore agree as follows:
1. SCOPE OF WORK
1.1 The City of Kent will advertise for construction bids and enter into a
contract with a Contractor for the construction of the Project on 76th Avenue S from
S. 220th St. to S. 214th St.
1.2 The Project will include installing the necessary appurtenances to
adjust King County WTD sanitary sewer manhole lids to grade (“Facilities
Adjustment”).
2. CONTRACTOR REQUIREMENTS
The independent contractor hired by the City to perform this work is referred to as
“the Contractor” in this Agreement. The Contractor, pursuant to a contract with the
City, will be responsible for completing the Facilities Adjustment. The City
represents that any such contract shall further require that the Contractor’s work
be performed in a good and workmanlike manner consistent with industry
standards and conducted in conformity with (i) the applicable procedures and
requirements of the parties as described herein; (ii) all applicable laws, ordinances
and regulations of any governmental authority. The contract will require that the
Contractor maintain in full force and effect at its own cost insurance against claims
for injuries to persons or damage to property which may arise from or in connection
with the performance of the work by the contractor, its agents, representative,
employees, sub consultants or subcontractors.
DocuSign Envelope ID: E54A3FB9-F75E-4C0D-8CD4-D1AB2C3975A7
REIMBURSEMENT AGREEMENT– Page 2 of 7
(between City of Kent and King County WTD Re:76th Ave S Improvements)
(November 10, 2021)
3. RESPONSIBILITY OF THE PARTIES
3.1 King County WTD Coordination.
(a) The Contractor will provide and install necessary appurtenances to
raise King County WTD sanitary sewer manhole lids according to the contract plans.
King County WTD shall maintain continued coordination with the Contractor
regarding the completion of the Facilities Adjustment.
(b) King County WTD shall furnish manhole frames and lids and deliver to
the site for installation by the City’s contractor in a timely manner. King County
WTD shall schedule all deliveries and work so as not to delay the City’s contractor.
(c) For any work that King County WTD performs independently from the
Contractor’s work on the Facilities Adjustment, King County WTD shall coordinate
closely with the City and the Contractor to ensure this work will not conflict with the
Contractor’s work on the Project. King County WTD shall pay any claims for
additional compensation made by the Contractor resulting from conflicts with King
County WTD’s independent work in accordance with Section 4.3 of this Agreement.
3.2 Title to Facilities. All rights, title and interest in King County WTD’s
facilities and associated equipment shall at all times remain with King County WTD.
4. REIMBURSEMENT AND PAYMENT
4.1 Design and Construction Costs. King County WTD shall reimburse the
City for all final and actual costs incurred by the City to design and complete the
Facilities Adjustment “Actual Design and Construction Costs”). Preliminary costs will
be agreed upon prior to construction, see Exhibit A. Costs will be finalized after
completion of each construction phase to account for all final and actual design and
construction costs.
4.2 Additional Expenses. King County WTD also agrees to pay any
additional expenses incurred due to any King County WTD’s approved change
requests for any reason.
4.3 Claims by Contractor. King County WTD agrees to pay the entire cost
of any claims made by the Contractor for damages that are proximately caused by
King County WTD. These claims may include any conflicts between the Contractor
and King County WTD or any of its contractors.
4.4 Invoice. King County WTD shall pay the City within 45 days of
submittal by the City of an itemized billing for the Actual Design and Construction
Costs and any additional change request expenses as set forth in this Section 4.
DocuSign Envelope ID: E54A3FB9-F75E-4C0D-8CD4-D1AB2C3975A7
REIMBURSEMENT AGREEMENT– Page 3 of 7
(between City of Kent and King County WTD Re:76th Ave S Improvements)
(November 10, 2021)
4.5 Defective or Unauthorized Work.
(a) Per the terms of the agreement between the City and Contractor, King
County WTD reserves the right to withhold payment to the City for any defective or
unauthorized work performed by the Contractor. Defective or unauthorized work
includes, without limitation: work and materials that do not conform to the
requirements of this Agreement, and extra work and materials furnished without
King County WTD’s approval.
(b) Before withholding payment to the City, King County WTD shall
provide written notice to the City of any work it believes to be defective or
unauthorized. Upon receipt of written notice, the City shall be afforded 60 days to
correct any work it agrees is defective or unauthorized.
4.6 Final Payment/Waiver of Claims. The making of final payment by the
parties shall constitute a waiver of claims by the Contractor, except those
previously and properly made and identified by the Contractor as unsettled at the
time request for final payment is made.
5. CHANGES
King County WTD shall submit any changes requested to be performed by
the Contractor to the City. The City shall submit these changes to the Contractor;
obtain a price from the Contractor to perform the work and notify King County WTD
of this price. King County WTD shall then have 24 hours from the time it receives
the price from the City, within which to respond. If King County WTD chooses not
to accept the Contractor’s price, then this work shall only be performed by King
County WTD according to a mutually agreed upon schedule with the Contractor so
as not to cause delay to the Contractor.
6. INDEMNIFICATION; LIENS AND ENCUMBRANCES
Each party shall defend, indemnify and hold the other party, its officers,
officials, employees and agents harmless from any and all claims, injuries,
damages, losses or suits including all legal costs and attorney fees, arising out of or
in connection with the performance of the party’s work required under this
Agreement, except for injuries and damages caused by the negligence or willful
misconduct of the other party.
The indemnification from King County WTD to the City shall include all
claims, injuries, damages, losses or suits from third parties arising out of the fact
that the specific portion of the trench at issue was being made available to King
County WTD by the contractor, except for injuries and damages caused by the
negligence or willful misconduct of the City.
DocuSign Envelope ID: E54A3FB9-F75E-4C0D-8CD4-D1AB2C3975A7
REIMBURSEMENT AGREEMENT– Page 4 of 7
(between City of Kent and King County WTD Re:76th Ave S Improvements)
(November 10, 2021)
Should a court of competent jurisdiction determine that this Agreement is
subject to RCW 4.24.115, then, in the event of liability for damages arising out of
bodily injury to persons or damages to property caused by or resulting from the
concurrent negligence of the parties, its officials, employees and agents, a party’s
liability hereunder shall be only to the extent of the party’s negligence. The
provisions of this section shall survive the expiration or termination of this
Agreement.
No party, directly or indirectly, shall create or impose any lien on the
property of another, or on the rights or title relating thereto, or any interest
therein, or in this Agreement. Each party shall promptly, at its own expense, take
such action as may be necessary to duly discharge any lien created by it on the
property of another.
7. MISCELLANEOUS
7.1 Compliance with Laws. The parties shall comply with all federal, state
and local laws, rules and regulations throughout every aspect in the performance of
this Agreement.
7.2 Nonwaiver of Breach. The failure of a party to insist upon strict
performance of any of the terms and rights contained herein, or to exercise any
option herein conferred in one or more instances, shall not be constructed to be a
waiver or relinquishment of those terms and rights and they shall remain in full
force and effect
7.3 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Washington. If any dispute arises between
the parties or between any party and the contractor under any of the provisions of
this Agreement, resolution of that dispute shall be available only through the
jurisdiction, venue and rules of the King County Superior Court, King County,
Washington.
7.4 Attorney’s Fees. To the extent not inconsistent with RCW 39.04.240,
in any claim or lawsuit for damages arising from the parties’ performance of this
Agreement, each party shall be responsible for payment of its own legal costs and
attorney’s fees incurred in defending or bringing such claim or lawsuit; however,
nothing in this subsection shall limit a party’s right to indemnification under Section
6 of this Agreement.
7.5 Written Notice. All communications regarding this Agreement shall be
sent to the parties at the addresses listed on the signature page of this Agreement,
unless otherwise notified. Any written notice shall become effective upon delivery,
but in any event three (3) calendar days after the date of mailing by registered or
certified mail and shall be deemed sufficiently given if sent to the addressee at the
address stated on this Agreement.
DocuSign Envelope ID: E54A3FB9-F75E-4C0D-8CD4-D1AB2C3975A7
REIMBURSEMENT AGREEMENT– Page 5 of 7
(between City of Kent and King County WTD Re:76th Ave S Improvements)
(November 10, 2021)
7.6 Modification. No waiver, alteration, or modification of any of the
provisions of this Agreement shall be binding unless in writing and signed by a duly
authorized representative of each of the affected parties.
7.7 Severability. If any one or more sections, sub-sections, or sentences
of this Agreement are held to be unconstitutional or invalid, that decision shall not
affect the validity of the remaining portion of this Agreement and the remainder
shall remain in full force and effect.
7.8 Relationship. It is understood and agreed that no agency,
employment, joint venture, co-employer or partnership is created by this
Agreement. No party shall (i) have the power or authority to act for another in any
manner to create obligations or debts which would be binding upon another, and;
(ii) be responsible for any obligation or expense whatsoever of another.
7.9 Force Majeure. A party will not be in breach of this Agreement if
unable to perform its respective obligations as a result of the occurrence of an
event of “force majeure,” which shall include, but not be limited to, acts of God,
acts of the government of the United States or of any state or political subdivision
thereof, strikes, civil riots or disturbances, fire, floods, explosions, earthquakes,
wind, storms, hurricanes, lightning or other similar catastrophes or other causes
beyond the parties’ reasonable control. The scope of events of force majeure shall
not extend to payment of money owed hereunder.
7.10 Entire Agreement. The written provisions and terms of this
Agreement, together with any attached Exhibits, supersede all prior verbal
statements by any representative of the City, and those statements shall not be
construed as forming a part of or altering in any manner this agreement. This
Agreement and any attached Exhibits contain the entire Agreement between the
parties. Should any language in any Exhibit to this Agreement conflict with any
language contained in this Agreement, the terms of this Agreement shall prevail.
7.11 Effectiveness; Date. This Agreement will become effective when all
the parties have signed it. The date this Agreement is signed by the last party to
sign it (as indicated by the date associated with that party’s signature) will be
deemed the date of this Agreement.
DocuSign Envelope ID: E54A3FB9-F75E-4C0D-8CD4-D1AB2C3975A7
REIMBURSEMENT AGREEMENT– Page 6 of 7
(between City of Kent and King County WTD Re:76th Ave S Improvements)
(November 10, 2021)
Each party is signing this Agreement on the date stated opposite that party’s
signature.
KING COUNTY WTD CITY OF KENT
Print Name: Print Name:
Title: Title:
DATE: DATE:
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
KING COUNTY WTD CITY OF KENT
King County WTD City of Kent
KSC-NR-0503 220 Fourth Avenue South
201 South Jackson St Kent, WA 98032
Seattle, WA 98104 Attn: Chad Bieren
Attn: Mark Lampard (253) 856-5534 (Desk)
(206) 477-5414 (Desk)
APPROVED AS TO FORM:
Kent Law Department
DocuSign Envelope ID: E54A3FB9-F75E-4C0D-8CD4-D1AB2C3975A7
Kamuron Gurol
WTD Director
12/3/2021
Chad Bieren
12/6/2021
Public Works Director
EXHIBIT A
REIMBURSEMENT AGREEMENT– Page 7 of 7 (May 5, 2020)
(between City of Kent and King County WTD Re: 76th Ave S)
ITEM DESCRIPTION UNIT QTY UNIT COST TOTAL COST
Raise King County WTD Manhole to Finished Grade and
install King County WTD provided cover, Contractor bid
price
EA
5
$ 475.00
$ 2,375.00
Change order No. 7 - concrete manhole collars $ 7,732.52
SUB TOTAL $ 10,107.52
ENGINEERING AND CONSTRUCTION MANAGEMENT
20% Engineering and Construction Management $ 2,021.50
TOTAL COST $ 12,129.02
DocuSign Envelope ID: E54A3FB9-F75E-4C0D-8CD4-D1AB2C3975A7