25-143.00Spokane County Water District No.3ILAINTERLOCAL AGREEMENT
BETWEEN SPOKANE COUNTY WATER DISTRICT NO. 3 AND THE CITY OF SPOKANE
VALLEY TO INCLUDE PAVEMENT PRESERVATION WORK WITH A WATER MAIN
IMPROVEMENT PROJECT OF SPOKANE COUNTY WATER DISTRICT NO.3
WHEREAS, Spokane County Water District No. 3 (hereinafter "DISTRICT") owns and operates
water utilities within rights -of -way owned by the City of Spokane Valley (hereinafter "CITY"); and
WHEREAS, the DISTRICT plans to install a new water main transmission line underneath those CITY
rights -of -way as shown in Exhibit A attached hereto (hereinafter "WATER MAIN IMPROVEMENT")
over the course of the 2026, 2027, and 2028 construction seasons; and
WHEREAS, the WATER MAIN IMPROVEMENTS require the DISTRICT to partially remove and
replace existing paved roadway improvements within the CITY rights -of -way shown in Exhibit A; and
WHEREAS, the CITY has requested DISTRICT to remove and replace additional portions of existing
asphalt within the full width of those sections of the rights -of -way that are removed or otherwise disturbed
in the process of DISTRICT performing the WATER MAIN IMPROVEMENTS; and
WHEREAS the DISTRICT and CITY agree to include the removal and installation of the additional
asphalt within the rights -of -way (hereinafter the "PRESERVATION PROJECT") impacted by the WATER
MAIN IMPROVEMENTS as part of the said WATER MAIN IMPROVEMENTS; and
WHEREAS, CITY will reimburse DISTRICT for the PRESRVATION PROJECT work 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— RESPONSIBILITIES OF THE DISTRICT
1.1. Provide design plans, design details, and specifications for both the DISTRICT'S WATER
MAIN IMPROVEMENTS and the CITY'S PRESERVATION PROJECT.
1.2. Incorporate the PRESERVATION PROJECT design, details, and specifications into the
WATER MAIN IMPROVEMENT construction contract. The WATER MAIN
IMPROVEMENT bid items shall be listed as the Base Bid for the project. The
PRESERVATION PROJECT construction bid items shall be listed as an Additive Alternate Bid
using a separate pay schedule within the contract documents.
1.3. Provide a copy of the plans and specifications for the PRESERVATION PROJECT to the CITY
for the CITY's review and approval prior to advertising the project.
1.4. Upon public opening of the bid documents, the DISTRICT shall promptly provide a copy of the
bid tabulation to the CITY.
1.5. DISTRICT shall award the project and enter into a construction contract with the lowest
responsible bidder for the Base Bid plus Additive Alternate Bid to complete both the CITY's
and DISTRICT's projects, but only upon approval from the CITY for the Additive Alternate
Bid. In the event that the lowest bidder for the Base Bid plus Additive Alternate Bid does not
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have the lowest Base Bid amount, the CITY shall reimburse the DISTRICT 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 amount established in
Section 2.4.4 of this Agreement. If the CITY disapproves the Additive Alternate Bid of the low
combined bidder or is not willing to reimburse the difference in Base Bids amounts, the
DISTRICT may award the contract to the lowest bidder for just the Base Bid and the CITY shall
have no further obligation to the DISTRICT under this Interlocal Agreement nor any obligation
to the bidder. The DISTRICT may reject all bids and rebid the project at their discretion.
1.6. Include in the construction contract with the contractor submitting the lowest responsive Base
Bid plus Additive Alternate Bid a provision that (1) allocates the responsibility for worksite
safety solely on the contractor as between the contractor, DISTRICT, and CITY, (2) affirms that
DISTRICT and CITY are only interested in ensuring the completed work conforms with the
design specifications and contract documents, and (3) any inspections made by representatives
of the DISTRICT or CITY are for the sole purpose of ensuring the work meets said
specifications.
1.7. Provide copies of all Source of Materials submittals for the PRESRVATION PROJECT to the
CITY for its review and approval before use of the materials on the PRESERVATION
PROJECT.
1.8. Provide field inspection and material testing for all work as required by, and in accordance with
all applicable laws and regulations, including but not limited to trench excavation, trench
backfilling, and hot mix asphalt ("HMA") compaction testing and HMA assurance testing in
accordance with the 2025 Standard Specification for Road, Bridge, and Municipal Construction
published by the Washington Department of Transportation.
1.9. Provide construction management and control surveying for the DISTRICT's and CITY's
projects.
1.10. Make monthly progress payments to the contractor based on the DISTRICT's inspector's field
measurements of installed WATER MAIN IMPROVEMENTS and PRESRVATION
PROJECT elements.
1.11. On a monthly basis, provide the CITY with a monthly statement of progress payments made to
the contractor for the PRESRVATION PROJECT, a bill requesting reimbursement for those
costs, and copies of invoices and statements submitted by the Contractor to the DISTRICT
related to the PRESERVATION PROJECT.
1.12. Provide a report of final costs for the PRESERVATION PROJECT to the CITY following
completion of the construction contract. The report shall include a breakdown of costs incurred
by the DISTRICT.
1.13. Adhere to all applicable provisions of the Spokane Valley Municipal Code in connection with
the projects, including but not limited to applying for and obtaining a permit to perform
construction activity within the CITY's rights -of -way.
ARTICLE 2 — RESPONSIBILITIES OF THE CITY
2.1. Review construction bids provided by the DISTRICT and provide written notice of approval or
disapproval of the Additive Alternate Bid of the PRESERVATION PROJECT to the DISTRICT
no later than five business days following opening of bids.
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2.2. Promptly review and notify DISTRICT of the CITY's approval or disapproval of all Source of
Materials submittals regarding the PRESERVATION PROJECT.
2.3. CITY shall have the right to inspect the PRESERVATION PROJECT with its representatives,
employees, and inspectors to confirm that the PRESERVATION PROJECT improvements are
in compliance with the terms of this Agreement. DISTRICT shall allow the CITY and its
representatives, employees, and inspectors reasonable full-time access to the worksite, so that
the PRESERVATION PROJECT work and improvements may be inspected. CITY shall not
interrupt or disturb other work of the Project, except as necessary as part of such inspection.
CITY shall not direct the DISTRICT's contractor; CITY shall notify the DISTRICT of any
necessary corrections to the construction of the PRESERVATION PROJECT and the
DISTRICT shall direct the contractor, accordingly.
2.4. CITY shall fund the costs associated with designing and constructing the PRESERVATION
PROJECT based on the following:
2.4.1.The costs for PRESERVATION PROJECT construction items quantified by unit
increments (such as each, cubic yard, linear foot) shall be based upon the actual quantities
installed in connection solely with the PRESERVATION PROJECT and actual
DISTRICT's contractor's unit costs for those items.
2.4.2.The costs for lump sum items directly related to constructing the PRESERVATION
PROJECT shall be based upon the actual DISTRICT's contractor item costs for those
items.
2.4.3.The costs for any removal and replacement of asphalt pavement and/or concrete flatwork
beyond the WATER MAIN IMPROVEMENTS's removal limits quantified by
increments (such as square yard, ton) shall be based upon the actual quantities directly
related to the PRESERVATION PROJECT and actual DISTRICT's contractor's unit
costs for those items.
2.4.4.Any additional costs associated with change orders and/or valid claims for the
PRESERVATION PROJECT improvements shall be reviewed by the CITY before
approval.
2.4.5.CITY shall pay DISTRICT for construction management and material testing costs for
the PRESERVATION PROJECT. Costs shall be based upon the completed contract
documents, negotiated amongst all Parties, and are estimated not to exceed $50,000.
2.4.6.CITY shall pay DISTRICT for engineering fees associated with preparation of design
plans, design details, and specifications for the PRESERVATION PROJECT. Costs are
not to exceed $30,000. DISTRICT shall be paid for this service regardless of whether the
CITY accepts or rejects the Additive Alternate Bid submitted by the contractor that
presented the lowest responsible Base Bid plus Additive Alternate Bid.
2.5. The CITY shall reimburse the DISTRICT amounts properly billed to the CITY under this
Agreement within 45 days following receipt of the invoice from the DISTRICT.
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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.
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
and CITY shall continue to own all roadway 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
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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:
Name: Marci Patterson, City Clerk
Phone: (509) 720-5000
Address: 10210 East Sprague Avenue
Spokane Valley, WA 99206
TO THE DISTRICT:
Name: Kelly Williquette, General Manager
Phone: 509-536-0121
Address: 5221 E. Desmet Ave
Spokane, WA 99212
5.3 APPLICABLE LAW. The Parties, in the performance of this Agreement, agree to comply with
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.
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The Parties have executed this Interlocal Agreement this er'Iday of 2025.
CITY OF SPOKANE VALLEY:
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Ain Hohman, City Manager
ATTEST:
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Marci Patterson, City Clerk
APPROVED AS TO FORM:
SPOKANE COUNTY WATER DISTRICT NO.3:
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