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HomeMy WebLinkAboutAgreements/Contracts - BOCC (004)INTERLOCAL AGREEMENT Between CITY OF EPHRATA, WASHINGTON and GRANT COUNTY, WASHINGTON THIS INTERLOCAL AGREEMENT ("Agreement") is entered- into this day of June, 2024, by and between the CITY OF EPHRATA, a Washington non -charter code city ("City") and GRANT COUNTY, a political subdivision of the State of Washington ("County"). WHEREAS, the County has let a public works contract with Lydig Construction, Inc. ("Contractor"), dated December 14, 2022, for the construction of a county jail; WHEREAS, as part of the construction of the jail facility, certain utility improvements will be installed by the Contractor; WHEREAS, the City desires the County to install certain reclaimed water utility improvements for the City in the same easement as the utilities serving the County's jail facility. WHEREAS, the County is willing to add the installation of the City's reclaimed water utility improvements through its Contractor as part of a change order at the City's expense; WHEREAS, it is to the mutual advantage of the County and the City to cooperate in the work described herein in order to make the most efficient use of their powers to provide services and facilities needed by the citizens residing within their. respective jurisdictions; and WHEREAS, RCW 39.34.080 authorizes a public agency to contract with another public agency to perform any governmental activity that each public agency is authorized by law to p erform; and WHEREAS, it is deemed to be in the best public interest for the County to include the City's reclaimed water utility improvements in the County's jail project. NOW, THEREFORE, in consideration of the terms, conditions, and covenants contained herein, the recitals above, and the attached Exhibits which are incorporated and made a part hereof, it is mutually agreed as follows: 1. Scope of Work. The County, through its Contractor, shall perform the work set forth in Exhibit A, Scope of Work, attached and incorporated herein, by issuing a change order for Interlocal Agreement for the Installation of Reclaimed Water Improvements Page 1 of 7 the same with its Contractor ("City Work"). The City shall approve the change order prior to issuance by the County. 2. Responsibilities of Parties. a. The County represents and acknowledges. that it has met all legal requirements for public works bidding in letting the contract to the Contractor and executing any change order as set forth herein. The County will defend, indemnify, and hold harmless the City from all loss and expense including, but not limited to settlements, judgments, setoffs, attorney fees, or costs resulting from the County's breach of this provision. b. The County shall manage the construction contract in accordance with applicable state and federal law, shall require the Contractor to construct the City Work in accordance with Exhibit A, shall keep the City informed of progress throughout the construction period, shall ensure that the City is invited to any pre -construction conferences and any progress meetings with the Contractor regarding the work set forth in Exhibit A, and shall coordinate inspection of the work by the City or the City's agents. c. The City acknowledges that all communications to the Contractor shall include the County's designated project manager. d. The City shall, within sixty (60) calendar days of being notified that the City Work is completed: (1) deliver a letter of acceptance to the County or (2) deliver to the County. written notification, listing all reasons for withholding acceptance. 3. Facility Ownership. Upon final acceptance by the City, the City shall assume ownership . and all maintenance responsibilities of the reclaimed water infrastructure installed as set forth in Exhibit A. 4. Payment. The City shall pay the County a sum not to exceed Seven Hundred Twenty -Seven Thousand, One Hundred Fifty -Seven Dollars ($727,157.00) and all sales tax properly due on that sum. The County shall invoice the City for all work performed under the Scope of Work. Invoices shall include documentation of all costs for labor, materials, and equipment. Unless the City delivers written notice to the County disputing the amount of a particular invoice, the City shall make payment on all invoices submitted by the County within thirty (30) days of the invoice date. The amount set forth herein may be amended upon advance approval by the City's Public Works Director and documented in a change order between the County and the Contractor. 5. Term. This Agreement shall be effective from the date of the last party to sign and termination shall occur automatically at the end of the period of performance set forth in Exhibit A unless terminated earlier as provided herein. Interlocal Agreement for the Installation of Reclaimed Water Improvements Page 2 of 7 6. Warranty. The County shall obtain a warranty from the Contractor to the City to warrant that the work furnished shall be free from defects resulting from faulty workmanship, and further warrant that the work complies with all specified performance criteria. The Contractor shall agree to remedy all defects appearing in the work or developing in the materials supplied and the workmanship performed under this Agreement during the warranty period, which shall be one year after the date of final acceptance of the work by the City, and Contractor shall further agree to indemnify and save the City harmless from any costs encountered in remedying such defects. 7. Insurance. The County shall ensure that the insurance requirements under the County's contract with the Contractor are met and shall require the Contractor to add the City as an additional insured to any required policies. The County shall provide the City with a certificate of the Contractor's insurance and any notice of cancellation of the Contractor's insurance. 8. Change Orders. No change orders to the work set forth in Exhibit A shall be approved by the County without the City's advance approval. 9. Administration. The parties do not by this Agreement create any separate legal or administrative entity. The County Central Services Director and the City's Public Works Director shall be responsible for administering the terms of this Agreement. The parties do not intend to jointly own any real or personal property as part of this undertaking. 10. Relationship of the Parties. The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees. or agents of the other party. 11. Recording. As provided in RCW 39.34.040, this Agreement shall not take effect unless and until it has. been duly executed by both parties and either filed with the Grant County Auditor's office or posted on the party's website. 12. Severability. If any provisions of this Agreement are determined to be unenforceable or invalid by a court of law, then this Agreement shall thereafter be modified to implement the intent of the parties to the maximum extent allowable under law. If a court finds unenforceability or invalidity of any portion of this Agreement, the parties agree to seek diligently to modify the Agreement consistent with the court decision, and no party shall undertake any actions inconsistent with the intent of this Agreement until the modification to this Agreement has been completed. If the parties do not mutually agree to modifications within forty-five (45) days after the court ruling, then either party may initiate the dispute Interlocal Agreement for the Installation of Reclaimed Water Improvements Page 3 of 7 resolution proceedings set forth herein for the determination of the modifications which implement the intent of this Agreement and the court decision. 13. Authority. The City and the County each represent and warrant it has the respective power and authority, and is duly authorized, to execute, deliver and perform its obligations under this Agreement. 14. Amendment. This Agreement shall not be modified or amended, except as set forth herein, without the express written approval of the City and the County (or any party to whom the County has sold or assigned where the County has been released from liability). However, nothing in this Agreement shall prevent the City from imposing new or different regulations to the extent required by a serious threat to public health and safety. 15. Headings. The headings in this Agreement are inserted for reference only and shall not be construed to expand, limit, or otherwise modify the terms and conditions of this Agreement. 16. Time of Essence. Time is of the essence of this Agreement in every provision hereof. Unless otherwise set forth in this Agreement, the reference to "days" shall mean calendar days. If any time for action occurs on a weekend or legal holiday, then the time period shall be extended automatically to the next business day. 17. Entire Agreement. This Agreement and its incorporated exhibits represent the entire agreement of the parties with respect to the subject matter hereof. There are no other agreements, oral or written, except as expressly set forth herein. 18. Dispute Resolution. In the event of any dispute relating to this Agreement, all parties upon the request of any other party shall meet within the seven (7) days to seek in good faith to resolve the dispute. 19. Default and Remedies. No party shall be in default under this Agreement unless it has failed to perform under this Agreement for a period of thirty (30) days after written notice of default from any other party. Each notice of default shall specify the nature of the alleged default and the manner in which the default may be cured satisfactorily. If the nature of the alleged default is such that it cannot be reasonably cured within the thirty (30) day period, then commencement of the cure within such time period and the diligent prosecution to completion of the cure shall be deemed a cure. Any party not in default under this Agreement shall have all rights and remedies provided by law including without limitation damages, specific performance or writs to compel performance or require action consistent with this Agreement. The prevailing party (or the substantially prevailing party if no one party prevails entirely) shall be entitled to reasonable attorneys' fees and costs. Interlocal Agreement for the Installation of Reclaimed Water Improvements Page 4 of 7 20. No Third Party. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 21. Interpretation. This Agreement has been reviewed and revised by legal counsel for all parties and no presumption or rule that ambiguity shall be construed against the party drafting the document shall apply to the interpretation or enforcement of this Agreement. 22. Notice. All communications, notices, and demands of any kind which a party under this Agreement requires or desires to give to any other party shall be in writing and either (i) delivered personally, (ii) sent by facsimile transmission with an additional copy mailed first class, or (iii) deposited in the U.S. mail, certified mail postage prepaid, return receipt requested, and addressed as follows: If to the City: City of Ephrata 121 Alder Street SW Ephrata, WA 98823 If to the County: Grant County 3 5 C Street NW Ephrata, WA 98823 Notice by hand delivery or facsimile shall be effective upon receipt. If deposited in the mail, notice shall be deemed delivered 48 hours after deposited. Any party at any time by notice to the other party may designate a different address or person to which such notice or communication shall be given. 23. Delay. If either party is delayed in the performance of its obligations under this Agreement due to Force Maj eure, then performance of those obligations shall be excused for the period of delay. Force Majeure shall mean extraordinary natural elements or conditions, war, riots, labor disputes, or other causes beyond the reasonable control of the obligated party. 24. Indemnification. Each party shall defend, indemnify, and hold the other party, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or in connection with the party's performance of this Agreement. 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 County Interlocal Agreement for the Installation of Reclaimed Water Improvements Page 5 of 7 and the City, its officers, officials, employees, and volunteers, each party's liability hereunder shall be only to the extent of their negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the parties' waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. IN WITNESS WHEREOF; the City of Ephrata . and Grant County have executed this Agreement each by its proper respective officers to be effective the date provided herein. CITY OF EPHRATA By: Bruce Reim, ay r Attest: By:9 o Leslie Trachsler, Finance Director Interlocal Agreement for the Installation 6f Reclaimed Water Improvements Page 6 of 7 Attest: aI' Prosecutive Attomey GRANTCOUNTY By: Cindy Carter, Chair B y: Danny s one, Vice Chair By: Rob Jones, Member Interlocal Agreement for the Installation of Reclaimed Water Improvements Page 7 of 7 EXHIBTI' A SCOPE OF WORK Furnish and install re -use pipe from City of Ephrata WWTP to approximate location just West of Hwy 282 at future Nat Washington Way. Quote is based on Preliminary Reuse Pipe Layout PDF and attached for reference. Note: Proposal is based on 10" DR18 C900 pipe. Contractor will install approximately 7400 LF of 10" DR18 C900 Pipe, Install a 10" resilient seat gate vale approximately every 1000 LF. Pipe will maintain a minimum cover of 72". Two 2" blow -offs will be installed at the high points. Pipe will be capped at both ends and no additional connections will be required. The reclaimed water line shall be installed per the current city standards for sewer force main. The reclaimed water line will be pressure tested once installed, pressure test shall be per the current city standard for pressurized mains. The reclaimed water line shall be blown out upon a successful pressure test. Interlocal Agreement for the Installation of Reclaimed Water Improvements Page 9 of 7 1 COP General Contractor Breakdown Summary 2. MATERIAL COSTS a. material costs b. freight costs 3. EQUIPMENT COSTS a. owned equipment (per spec approved source) b. rental equipment (per invoices attached) 4. OVERHEAD & PROFIT a. NTE 3.95% portion of 1, 2& 3 5. SUBCONTRACTORS ---------- I ---------a. Selland Construction $ 684,500.00 1. CRAFT LABOR COSTS $ - 2. MATERIAL COSTS -$ - 3. EQUIPMENT COSTS $ - SUBTOTAL 1 thru 3 $ - 4. OVERHEAD & PROFIT $ - 5. SUBCONTRACTORS $ 684.500.00 6. OVERHEAD & PROFIT ON SUBCONTRACTORS a. NTE 5.0% of Line 5 $ 34,225.00 6. OVERHEAD & PROFIT ON SUBCONTRACTORS $ 34,225.00 7.. B&O Tax a. B&O Tax % of 1-7 8. INSURANCE a. builders risk insurance 0.421% of 1-7 $ 31018.65 b. general liability insurance0.00 1% of 1-7 $ - 8. INSURANCE $ 3,019.00 9. BOND a. bond 0.75 1 % of 1-8 $ 51413.08 9. BOND $ 5,413.00 TOTAL COST $ 727,157.00 Excludes WSST q JAIL t:UMPLtX tAKLY 51TEWUKKS �GreatWe AWN: BA/DB/AR/JL ® p ENGI HIRING CHECKED: JS Q -- 7022N(406�952STREE_T' �UTH#2 GREAT FALLS, MT 59405 APPROVED: TP SEWER OVERALL SITE PLAN Q 6-05-SM DATE: AUGUST 25, 2023 Q