20-005.00 Avista Utilities: Barker Grade Separation Utilities Relocation Plan -005
Utility preliminary Engineering
1ties
1 Agreement
'uAtivIt:121
Work-lay Utility—11/CAL AGENCY Cost
Mrae.rnent NumberPojiotTitieu6dtkce
VTO. BarkerAciadigNtFaredwSeparation Project
Spokane WashingtOn
State Route Number Milapo*
SR Froth to
4rOetrigritAliovnt
$58-200.00.
frhiSUtillty Preiirninary Engineering Agreement(Agreement)is entered:into between.the City of
$'0Okane Valley LOCAL AGENCY) and.the above named n1ThhtyhI herein after"referred to as
Individimily the'Pare and collectively the*Parties."
Recitals-
The,LOOAL AGENCY is planning the construction of the J3arl,c0r:RPed113N$F era0.
Zeparatiori.PrOjeOt,„and in connection thereWith; it is necessary to retridiie, relocate or
Construct certain tAlity facile:4
2. The LOCALAGENCYIs responsible for the cost ofthe otelitninery-engineeringlorthe
Utilitysfacilities that are located pursuant to a dOcurnented ownership interest in real
property, such as an easement,fee title, or court finding of prescriptive right, which is
impacted by the LOCAL AGENCY project, but the LOCAL AGENCY is not responsible for
prelirriinaryengineering:cotta.aSSOciated With facility better**.
3. Jt.i deer:tied to be in the best public interest for the Utilityfo.develop the.preliminary
-engineering, including the preparation of plans, specifications and cost estimate, herein
the Work,"for the eel-novel, relocation or construction of the Utility's facilities as part of the
40CALASENCY'S prOject
4. The.t...00AL-AGENCY and the Utility intend to enter-into a Utility.Construction.Agreetrient
tO cOvertneactual construction, relocation, and/Or removal.of-the
Therefore,licirSuant to-in tonaidelatibri of the.terine, tbnclitiionsroOVenants, and
performances contained herein, as well aslheattadhed Exhibits which are incorporated and
r,.nade apart hereof;
it Is Mutually Agreed As kfllows:
pisoS,.Spooifications,-#nd Cost Estimates
Program Guide:4Utility Relocation and Accommodation on Federal Aid Highway Projects is
adopted and made a pert Of this Agreement as if fully.ochteined-herein
1.2 Bettotheht:A betterment is any ithprOVerrienfto the Utility's-facilities not required by code,
regulation, standaigi.iriduPtry practice, established Avista standards, wetly other
applicable regulation.
Page 1 bt".5
1.3 The Utility agrees to.perform the preliminary engineering, including the preparation of
plans, specifications and Cost estimates (PS&E)!.herein the Work," for the removal,
relocation, and/or construction of the Utility's facilities impacted by THE LOCAL
AGENCY's project. Should the Work include betterments to the facilities, the'Utility shall
identify such betterments for the.LOCAL AGENCY review.
1.4 The Utility'agreesto provide the LOCAL AGENCY a copy of its PS&E, including the
identification of betterments, if any. The LOCAL AGENCY will review for acceptance of
the PS&E'to ensure that it complies with the LOCAL AGENCY requirements
• 1,5 If the'Utility is not adequately staffed or equipped to perform all of the Work required
herein, the.Utility may have all or part of the Work performed by consultant(s) under a
contract let by the Utility or have the Work performed under an ongoing contract with a.
Utility consultant. Utility consultant(s) shall be in good standing with the LOCAL AGENCY,
and the Utility shall provide to the LOCAL AGENCY for the LOCAL AGENCY review a cost
estimate for the Work to be performed by the Utility's consultant(s). This provision shall
not apply to contract employees who perform work for Avista in the ordinary course of'its
business.
2. Payment
2.1 The LOCAL AGENCY is responsible for the cost of the Work; excluding all betterment -
worLc,for the Utility's facilities that are located pursuant to a docurnernted ownership
interest in-real property, such as an easement, fee title or court finding of prescriptive
right,Which are impacted by the LOCAL AGENCY project, as shown in Exhibits A and B.
Exhibit B, Cost Estirnate, contains an'itemized cost estimate of the LOCAL AGENCY-
responsible costs for the Work to be performed by the'Utility.
F.2 The-LOCAL AGENCY, ih'consideration Of the faithful performance.of the Work'to be done
by the Utility, agrees to reifnburse the Utility'for the actual direct and'related indirect cost of
the Work, excluding all betterment work,for which the LOCAL AGENCY is Yesponaible as
defined in Exhibit A. The Utility agrees to invoice the LOCAL AGENCY-and provide
supporting documentation for all charges, and the LOCAL AGENCY agrees to pay the
Utility within thirty (30) days of receipt of an invoices Payments shall not be more frequent
than one per month. A partial payment will not constitute agreement as to the
appropriateness of any item and that, at the time of final invoice, the Parties.will resolve
any discrepancies.
2.3 The Utility.shall submit a final billing to the LOCAL AGENCY Within 90 calendar days
following completion of the Work.
3. Change in Work of Cost increase
3.1 The LOCAL AGENCY agrees that'the amount shoWn in Exhibit A may'not reflect the
actual'costs of the Work. Should the Utility determine that the Work costs for which The
LOCAL AGENCY is responsible might exceed the cost estimate,.the.Utility shall notify The
LOCAL AGENCY before performing any Work in,excess of the Exhibit A, estimate. The
LOCAL AGENCY and the Utility will, if necessary, amend Exhibit A to revise the cost
estimate before-the'Utility incurs costs aboVe the arnount shown in Exhibit A.
32 Should it'be necessary to modify-the Scope of Work, the Utility agrees:to notify-the LOCAL
AGENCY of all propcssed changes, and.the.LOCAL AGENCY•agrees to provide written
notice of its acceptance or rejection of the change(s), in writing, within ten (10)working
days.
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A. RIGHT.CO ENtRY
4.1 The LOCAL AGENCY hereby grants to the Utility a right of entry onto all lands in which it
has an interest fofi the Work, Upon.completion and acceptance Of the Work, this right of
entry shall:terminate except as otherWise.provided in 8ep:tor:1,5,4!
142 The Utility agrees tO obtain right a of entry, if needed, upon all privatelpowned lands
necessary to peiform..the Work,, provided,that any costs:associated with obtaining-such
rights of-entry shall be chargeable to the LOCAL-A0ENCY, Upon*OW1°1) of the Work
-oh such lands;the rights of entry and PerriliSsions'ehall.:(etminate, except as otherwise
proVided in:SectiOn 5,4.
5. 'General PrOvitions •
5:1 lndeinnificatiOn!'theparties shall indemnify and hold each other and eachoftheir
respectiVe.agents,.employees; and/or officers from and shall process and defend at their
own expense any and all claims, demands, suits at law or.equityi.actions, penalties,
losses,-dan*geS(both to persons and/or property), or costs, Of whatsoever kind or nature,
brought against the Indemnified Party and its agents, employees and/or officers, arising
out of Or alleging negligence on the party of the Indemnifying Partyk If and to the extent
that such claims'WO'dapped by or result from the concurrent hegligen.Ce Of-(e)the Utility
and (b)the LOCAL A0E,NCY; its agents, employees,:and/ar officers, or involves those
• actions covered by'RCW 4 .11.5,this indemnity provision shall be valid and enforceable
only to the.extent of the intentional or negligent acts or omissions of the'Indemnifying
Party? and Provided further,that nothing herein shall require the Indemnifying Party to hold
harmless Or'deferidIhe Indemnified Party, its agents,employees, and/Or officers from any
elaimsarising from the sole ne,g119ance of the Indemnified Patty, its agents, employees,
and/or officers. This indemnifiCation shall SUrviveany termination äfthis.Agfeemnt.
5.2 Disputes: !fa dispute pboUra-between the Utility ahcl the-LOCAL AGENCY at-any time
during the performance of the Work pursuant to this Agreement, the Parties agree to
negotiate at the management level to resolve any ittuee, Should such neAotiatitiriS fail to
produce a satisfactory resolution, the Parties agree to enter into mediation before
proceeding to any other legal remedy Each Party shall be responsible for its own fees and
Oats:The'Parties.agree td equally'Share in the cost of-a mediator.
5.3 Venue: in-the event that either Party deerhs it necessary to institute legal action or
proceedings to enforce any tight or obligitibn.underthis,Agreement, the Parties agree that
any such action or proceedings shall be brought in the superipr court situated in Spokane
County,Washington unless filing in another county is required under any provisiori of the
Revised Code of Washington. Further, the Parties:agree:that each shall be responsible for
its own attorney&feet-and ooStS.
5.4 Terniination;
.5.4.1 The Utility understands that,the.LOCAL AGENCY retains the right to terminate this
Agreement for convenience upon thirty(30)calendar days written notice tothe-
Utility. in the event that the LOCAL AGENCY exercises this termination right, the
LOCAL AGENCY will reimburse the Utility for all allowable-costs under this
Agreement-incurred prior to the-date of termination.
5.4:2 In the event funding for the:Work is withdraWn, naduced,or limited in any way after
the-exedution date of this Agreement and prior to-normal completion, the LOCAL.
134ge 3 of 5
AGENCY may terminate the Agreement upon less than the thirty (30) calendar day
notice requirement in section 8.4:1, subject to renegotiation at the LOCAL
AGENCY's sole option pursuant to the revised funding limitations and conditions: In
the event that the LOCAL AGENCY exercises this termination right, the LOCAL
AGENCY Will reimburse the Utility for all allowable costs under this.Agreement
incurred prior to the date of termination.
6 Atneridments: 'this Agreement may be amended by the mutual agreernent.cf the Parties.
Such amendments or modifications shall.hbt be,biriding unless,put in writing and signed by
persons authorized to bind each of the Parties.
7 Independent Contractor Both Parties shall be deemed independent contractors for all
purposes, and the employees of each Party and any of its contractors; subcontractors,
consultants, and the employees thereof, shall not in any manner be deemed to be the
employees of the other Party.
Audit and Records: During.the:progress of the Work and fora period of not less than six
(6)years from the date.of final payment,the Utility shall maintain the records and accounts
pertaining to the Work and shall make them available during normal business hours and
as.often as,.necessary, for inspection and audit by the State of Washingtorir and/or Federal
Government and copies of all records, accounts, documents or other data pertaining to the
Work Will be furnished upon request.The requesting Party shall pay the cost of copies
produced..If any litigation, claim or audit is commenced, the records and accounts along
with supporting documentation shall be retained until any litigation, claim er audit.finding
has been resolved even though such litigation, claim or audit continuespast the six-year .
retention period.
9 Working bays:Working days for this Agreement are defined as Monday.through Friday,
excluding Washington State holidays per•RCW'1.16.060.
In Witness'Whereof, the Parties hereto have executed this Agreement as of the.Party's date last
signed below,
LOCAL AGENCY J Utility
By: Iiiiicif, Co, By: 4 /77-- f-....-.-
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`Printed:
rK a.( u14 Printed: 3:o.A,L., .g.A.t.,u...,�,
Title: 47 Atra .a{,yar` Title: D:'•,, r ;F- 06., -,
Date: t � Q Date` �J� /
y z z ! fex
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Exhibit A
PROJECT COST ESTIMATE(Engineering&Perniittine Fistintateb
Biiz$flng Design: $25,0Q0,
Projeti'MatiageMen.t: $10.P0
SeupportServiees: $5,000
solTorAz tNamatisio:: $io;000
renriittirig: .8134taftital:
Road Crossing: t2,560
OtiieriMiseellaucms.; .$1,000.
StBTOTALPEEIVCITTING: $.000
Total TOTAL(Engineeting-4.11.1Pmitii,10: $46A00
I •Taxes and dniin&Qeiletal:
VatAl,COT . • $55,200
} ote Any ialvage associated.with the material temayea from the-eXistitix Tiattsmission
linds.will be ctediteci baok to the
Mmixi indludes:overheael and auxiliarycitaxges
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