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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: Grant? Yes No Type:Review/Signatures/RoutingDate Received: City Attorney: Comments: 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