24-124.00SpokaneCoWaterDistrict3BroadwayI90Preservation 24-124
INTERLOCAL AGREEMENT
BETWEEN THE CITY OF SPOKANE VALLEY AND SPOKANE COUNTY WATER DISTRICT
NO. 3 FOR WATERLINE INSTALLATION TO BE INCLUDED IN THE CITY OF SPOKANE
VALLEY BROADWAY AT I-90 PRESERVATION-PHASE 2 CAPITAL IMPROVEMENT
PROJECT 0341
WHEREAS, the City of Spokane Valley (hereinafter the "CITY") intends to construct a road
improvement project known as the Broadway at I-90 Preservation-Phase 2 Capital Improvement Project
0341 (hereinafter the"PROJECT")within the CITY's jurisdiction; and
WHEREAS, Spokane County Water District No. 3 (hereinafter the"DISTRICT") owns and operates
water utilities within the CITY's rights-of-way and within the PROJECT's limits; and
WHEREAS,DISTRICT has requested to install a new water line within the PROJECT's limits,prior
to the completion of the PROJECT; and
WHEREAS, the CITY and DISTRICT agree to include the installation of the new water line
(hereinafter the"WATER MAIN IMPROVEMENTS")as part of the PROJECT; and
WHEREAS,DISTRICT will pay for the WATER MAIN IMPROVEMENTS as described herein;and
NOW,THEREFORE,in consideration of the terms and conditions set forth herein,it is agreed among
and between the CITY and DISTRICT as follows:
ARTICLE 1—RESPONSIBILITY OF THE DISTRICT
1.1. Provide design plans, design details, and specifications for the WATER MAIN
IMPROVEMENTS
1.2. Review construction bids provided by the CITY and provide written notice of approval or
disapproval of the Additive Alternate Bid of the WATER MAIN IMPROVEMENTS to the
CITY no later than five business days following opening of bids.
1.3. Promptly review and approve all Source of Materials submittals regarding the WATER MAIN
IMPROVEMENTS.
1.4. DISTRICT shall have the right to inspect the WATER MAIN IMPROVEMENTS with its
representatives, employees, and inspectors to confirm that the WATER MAIN
IMPROVEMENTS are in compliance with the terms of this Agreement. CITY shall allow the
DISTRICT and its representatives, employees, and inspectors reasonable fulltime access to the
worksite, so that the WATER MAIN IMPROVEMENTS may be inspected. DISTRICT shall
not interrupt or disturb other work of the Project,except as necessary as part of such inspection.
DISTRICT shall not direct the CITY's contractor; DISTRICT shall notify the CITY of any
corrections to the construction of the WATER MAIN IMPROVEMENTS and the CITY shall
direct the contractor,accordingly.
1.5. DISTRICT shall fund the costs associated with designing and constructing the WATER MAIN
IMPROVEMENTS based on the following:
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1.5.1. The costs for WATER MAIN IMPROVEMENTS construction items quantified by unit
increments(such as each,cubic yard, linear foot)shall be based upon the actual quantities
installed in the WATER MAIN IMPROVEMENTS and actual CITY's contractor's unit
costs for those items.
1.5.2. The costs for lump sum items (such as surveying, mobilization, trench excavation safety
system) directly related to constructing the WATER MAIN IMPROVEMENTS shall be
based upon the actual CITY's contractor item costs for those items.
1.5.3. The costs for any removal and replacement of asphalt pavement and/or concrete flatwork
beyond the PROJECT's removal limits quantified by increments(such as square yard,ton)
shall be based upon the actual quantities directly related to the WATER MAIN
IMPROVEMENTS and actual CITY's contractor's unit costs for those items.
1.5.4. A portion of the traffic control costs of the PROJECT in an amount equal to 15% of the
CITY's contractor item cost for traffic control.
1.5.5. Any additional costs associated with change orders and/or valid claims for the WATER
MAIN IMPROVEMENTS shall be reviewed by the DISTRICT before approval.
1.5.6. Costs for the CITY's construction management and material testing for the WATER MAIN
IMPROVEMENTS shall be prorated based on 8% of the total costs in items 1.5.1, 1.5.2,
1.5.3 and 1.5.4 above.
1.6. The DISTRICT shall reimburse the CITY amounts billed within 45 days following receipt of
the invoice from the CITY.
1.7. Upon completion of the WATER MAIN IMPROVEMENTS by the contractor and a passed
final inspection by the DISTRICT, the DISTRICT shall provide the CITY with written
acceptance of the UTILITY WORK prior to paving of the roadway.
ARTICLE 2—RESPONSIBILITIES OF THE CITY
2.1. Incorporate the WATER MAIN IMPROVEMENTS design, details, and specifications into the
PROJECT's construction contract. The City's roadway work bid items shall be listed as the
Base Bid for the project. The WATER MAIN IMPROVEMENTS construction bid items shall
be listed as an Additive Alternate Bid using a separate pay schedule within the contract
documents.
2.2. Provide a copy of the plans and specifications for the construction project to the DISTRICT for
the review and approval prior to advertisement of the project.
2.3. Upon public opening of the bid documents, the CITY shall promptly provide a copy of the bid
tabulation to the DISTRICT.
2.4. The City shall award the project to the lowest responsible bidder for the Base Bid plus Additive
Alternate Bid(WATER MAIN IMPROVEMENTS),upon approval from the DISTRICT for the
Additive Alternate Bid. In the event that the lowest bidder for the Base Bid plus Alternate
Additive Bid does not have the lowest Base Bid amount,the DISTRICT shall reimburse the City
the difference between the Base Bid amount of the awarded low bidder of the combined bids
and the Base Bid amount of the lowest bidder for just the Base Bid, minus the cost sharing
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amount established in Section 1.5.4. If the DISTRICT disapproves the Additive Alternate Bid
of the low combined bidder or is not willing to reimburse the difference in Base Bids amounts,
the City may award the contract to the lowest bidder for just the Base Bid and the DISTRICT
shall have no further obligation to the CITY under this Interlocal Agreement nor any obligation
to the bidder. The City may reject all bids and rebid the project at their discretion.
2.5. Provide copies of all Source of Materials submittals for the WATER MAIN IMPROVEMENTS
to the DISTRICT for its review and approval before use of the materials on the Project.
2.6. Provide field inspection and material testing of trench excavation and trench backfilling required
for the WATER MAIN IMPROVEMENTS.
2.7. Provide construction management and control surveying for the WATER MAIN
IMPROVEMENTS.
2.8. Make monthly progress payments to the contractor based on the City's inspector's field
measurements of installed WATER MAIN IMPROVEMENTS.
2.9. Provide a monthly statement of progress payments made to the contractor for the WATER
MAIN IMPROVEMENTS, and a bill requesting reimbursement for those costs to the
DISTRICT. Provide the DISTRICT with copies of invoices and statements submitted by the
Contractor to the CITY related to the WATER MAIN IMPROVEMENTS.
2.10. Provide a report of final costs for the WATER MAIN IMPROVEMENTS to the DISTRICT
following completion of the construction contract. The report shall include a breakdown of
costs incurred by the CITY.
ARTICLE 3—DURATION
This Interlocal Agreement shall terminate upon the completion of the construction project, and fulfillment
of all obligations of the Parties provided for hereunder and completion of payments under the prevailing
wage laws,provided that any warranties from the contractor to the CITY or DISTRICT shall continue in
full force and effect.
ARTICLE 4—INTERLOCAL PROVISIONS
4.1 PURPOSE: See Article 1 &2.
4.2 DURATION: See Article 3.
4.3 ORGANIZATION OF SEPARATE ENTITY AND ITS POWERS. No separate entity is
created pursuant to this Interlocal Agreement.
4.4 RESPONSIBILITIES OF PARTIES. See Article 1 &2.
4.5 ADMINISTRATION. The administrator for the CITY shall be the City Manager or designee.
The administrator for the DISTRICT shall be the DISTRICT Board or its designee.
4.5 AGREEMENT TO BE FILED: The Parties shall file and publish this Agreement as provided
by law.
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4.6 TERMINATION. A Party may terminate this Agreement for a breach upon 60 days' notice to
the other Party. Provided,that each Party shall have the right to rectify any breach prior to the
end of the 60 days' notice period.
4.7 PROPERTY UPON TERMINATION. Title to all property acquired by any Party in the
performance of this Agreement shall remain with the acquiring Party upon termination of the
Agreement; Provided that the DISTRICT shall own all WATER MAIN IMPROVEMENTS
upon completion of the construction project and fulfillment of all its obligations.
ARTICLE 5—MISCELLANEOUS PROVISIONS
5.1 INDEMNIFICATION. DISTRICT shall indemnify and hold harmless CITY and its officers,
agents, and employees, from any and all claims, actions, suits, liability, loss,costs, expenses,
and damages of any nature whatsoever,by any reason of or arising out of any negligent act or
omission of DISTRICT,its officers,agents and employees,relating to or arising out of
performing DISTRICT's obligations pursuant to this Agreement. In the event that any suit
based upon such claim,action, loss,or damages is brought against CITY,DISTRICT shall
defend the same at its sole cost and expense and if final judgment in said suit be rendered
against CITY, and its officers,agents,and employees,or jointly against CITY and DISTRICT
and their respective officers, agents, and employees,DISTRICT shall satisfy the same.
CITY shall indemnify and hold harmless DISTRICT and its officers,agents,and employees,
from any and all claims, actions, suits,liability, loss,costs,expenses,and damages of any
nature whatsoever,by any reason of or arising out of any negligent act or omission of CITY,
its officers, agents and employees,relating to or arising out of performing CITY's obligations
pursuant to this Agreement. In the event that any suit based upon such claim,action,loss, or
damages is brought against DISTRICT, CITY shall defend the same at its sole cost and
expense and if final judgment in said suit be rendered against DISTRICT, and its officers,
agents, and employees,or jointly against DISTRICT and CITY and their respective officers,
agents, and employees,CITY shall satisfy the same.
If the comparative negligence of the Parties and their officers and employees is a cause of such
damage or injury, the liability, loss, cost, or expense shall be shared between the Parties in
proportion to their relative degree of negligence and the right of indemnity shall apply to such
proportion.
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.
5.2 NOTICE.Notice other than applications for payment shall be given in writing as follows:
TO THE CITY: TO THE DISTRICT:
Name:Marci Patterson, City Clerk Name: Kelly Williquette,General Manager
Phone: (509)720-5000 Phone: (509)536-0121
Address: 10210 East Sprague Avenue Address:1225 N.Yardley Street
Spokane Valley,WA 99206 Spokane,WA 99212
5.3 APPLICABLE LAW. The Parties,in the performance of this Agreement, agree to comply with
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all applicable federal, state, and local laws, codes, and regulations. This Agreement shall be
interpreted and enforced in accordance with Washington law.
5.4 DISPUTES. All disputes arising under or related to this Agreement that cannot be resolved
through informal discussion and negotiations shall be resolved by litigation filed in the Superior
Court of the State of Washington for Spokane County,unless otherwise required by applicable
federal or state law. The prevailing party in any litigation or arbitration arising out of this
Agreement shall be entitled to its attorney's fees and costs of such litigation or arbitration
(including expert witness fees).
5.5 WAIVER.No officer,employee, agent, or other individual acting on behalf of either party has
the power, right, or authority to waive any of the conditions or provisions of this Agreement.
No waiver in one instance shall be held to be waiver of any other subsequent breach or
nonperformance.All remedies afforded in this Agreement or by law shall be taken and construed
as cumulative and in addition to every other remedy provided herein or by law. Failure of either
party to enforce at any time any of the provisions of this Agreement or to require at any time
performance by the other party of any provision hereof shall in no way be construed to be a
waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof.
5.6 ENTIRE AGREEMENT. This Agreement constitutes the entire and complete agreement
between the parties and supersedes any prior oral or written agreements. This Agreement may
not be changed,modified, or altered except in writing signed by the Parties.
5.7 SEVERABILITY. If any section, sentence, clause, or phrase of this Agreement should be held
to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect
the validity of any other section, sentence,clause,or phrase of this Agreement.
The Parties have executed this Interlocal Agreement this 14 day of 44i1e ,2024.
CITY OF SPOKANE VALLEY:
AdCJ1LU
John Ho an,City Manar
ATTEST:
&1&pi V1010Marc Patterson,City Clerk
APPROVED AS 0 FORM:
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SPOKANE COUNTY WATER DISTRICT NO.3:
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