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HomeMy WebLinkAboutResolutions - 2022-37 - A Resolution of the City of East Wenatchee, Washington authorizing the Mayor to execute an Interlocal Agreement with Douglas County for the 19th Street NW & NW Cascade Ave Improvements Project - 8/2/2022City of East Wenatchee Resolution 2022-37 with Exhibit A Retain Resolution until no longer needed for City-business, then transfer to Washington State Archives (GS50-05A-16 Rev. 1) Page 1 of 2 City of East Wenatchee, Washington Resolution No. 2022-37 A Resolution of the City of East Wenatchee, Washington authorizing the Mayor to execute an Interlocal Agreement with Douglas County for the 19th Street NW & NW Cascade Ave Improvements Project 1. Alternate format. 1.1. Para leer este documento en otro formato (español, Braille, leer en voz alta, etc.), póngase en contacto con el vendedor de la ciudad al alternateformat@eastwenatcheewa.gov, al (509) 884- 9515 o al 711 (TTY). 1.2. To read this document in an alternate format (Spanish, Braille, read aloud, etc.), please contact the City Clerk at alternateformat@eastwenatcheewa.gov, at (509) 884-9515, or at 711 (TTY). 2. Authority. 2.1. RCW 35A.11.020 and RCW 35A.12.190 authorize the City Council to organize and regulate its internal affairs and to define the powers, functions and duties of its officers and employees. THE CITY COUNCIL OF THE CITY OF EAST WENATCHEE DO RESOLVE AS FOLLOWS: 3. Authorization. The City Council authorizes the Mayor to execute an interlocal agreement that conforms to the terms set forth in Exhibit A. 4. Severability. If a court of competent jurisdiction declares any provision in this resolution to be contrary to law, such declaration shall not affect the validity of the other provisions of this Resolution. 5. Effective date. This Resolution becomes effective immediately. INTERLOCAL COOPERATIVE AGREEMENT Page 1 of 9 19th Street NW/NW Cascade Ave Reconstruction and Regional Stormwater Facility Filed for and Return to: Maria Holman, City Clerk City of East Wenatchee 271 9th Street NE East Wenatchee, WA 98802 The information contained in this boxed section is for recording purposes only pursuant to RCW 36.18 and RCW 65.04, and is not to be relied upon for any other purpose, and shall not affect the intent of any warranty contained in the document itself. Document Title: Interlocal Cooperation Agreement Between the City of East Wenatchee and Douglas County for Survey Services Associated with the 19th Street/Cascade Ave Reconstruction and Regional Stormwater Facility Grantor(s): City of East Wenatchee and Douglas County Grantee(s): City of East Wenatchee and Douglas County Reference Number(s) of Document Related, Assigned or Released: Not applicable Abbreviated Legal Description Not applicable Complete or Additional Legal Description on page of Document – Not applicable Assessor’s Parcel Number: Not applicable Filed with the Auditor pursuant to RCW 39.34.040 INTERLOCAL COOPERATIVE AGREEMENT BETWEEN THE CITY OF EAST WENATCHEE AND DOUGLAS COUNTY FOR DESIGN, RIGHT OF WAY AND CONSTRUCTION OF 19TH STREET NW/NW CASCADE AVE RECONSTRUCTION AND REGIONAL STORMWATER FACILITY This Agreement is made this day by and between Douglas County, Washington (hereinafter “the County”), and the City of East Wenatchee (hereinafter “the City”). WHEREAS, the public health, welfare, and safety of the residents and property owners within the City and the unincorporated areas of the County require the maintenance and improvement of roads and streets with in the greater East Wenatchee area; WHEREAS, the City and County have both adopted a Six Year Transportation Program identifying and prioritizing road and street improvement and maintenance projects within their respective geographical jurisdictions; WHEREAS, portions of the project area are within both the City and the unincorporated area of the County; WHEREAS, by executing this Agreement the Parties commit to the joint funding of improvements to 19th St NW from NW Cascade Ave to SR 28 within the City and to approximately 1000 feet of NW Cascade Ave from 19th St NW within the unincorporated County; WHEREAS, the City received $250,000 for the design and permitting of this project in a 2018 Grant from the Department of Ecology, and with coordination from the County has reached a 60% design; Exhibit A Resolution 2022-37 19th Street Reconstruction Project Number 2019-02 INTERLOCAL COOPERATIVE AGREEMENT Page 2 of 9 19th Street NW/NW Cascade Ave Reconstruction and Regional Stormwater Facility WHEREAS, the City received an additional $2,218,288 Grant from the Department of Ecology to finalize the design and fund the stormwater components of the projects construction; WHEREAS, the City and County wish to pursue an additional $2,000,000 of construction funds from the Transportation Improvement Board, and recognize beginning right of way acquisition will greatly increase the competitiveness of the application; WHEREAS, the City authorized the execution of this Agreement by action taken at a public meeting; WHEREAS, the County Board of Commissioners authorized the execution of this Agreement by action taken at a public meeting; and WHEREAS, the Parties enter into this interlocal cooperation agreement under the authority of Chapter 39.34 RCW to provide for the joint and cooperative exercise of their powers, privileges and authorities to improve and maintain roads. NOW, THEREFORE, in consideration of the premises and promises, terms and conditions set forth below, it is hereby agreed as follows: ARTICLE I PURPOSE 1.01 The purpose of this Agreement is to jointly and cooperatively fund and design improvements to 19th St NW from NW Cascade Ave to SR 28 within the City and to approximately 1000 feet of NW Cascade Ave from 19th St NW within the unincorporated County (hereafter “the project”). 1.02 This agreement is limited to the above purposes and does not apply to any other power, privilege or authority that may be exercised by the Parties. ARTICLE II OWNERSHIP 2.01 The City and County shall own all improvements within their respective jurisdictions. ARTICLE III DUTIES OF THE PARTIES In addition to each Party’s duty to perform each and every agreement, term and condition of this Agreement, the Parties agree as follows: Exhibit A Resolution 2022-37 19th Street Reconstruction Project Number 2019-02 INTERLOCAL COOPERATIVE AGREEMENT Page 3 of 9 19th Street NW/NW Cascade Ave Reconstruction and Regional Stormwater Facility 3.01 The City is the lead agency for the project. 3.02 The City shall, in consultation with the County, design the improvements constituting the project. 3.03 Each Party shall pay for all administrative, design, permitting and right-of- way acquisition expenses incurred and all matching funds for that portion of the project within its jurisdiction. To the extent that any expense item cannot be segregated, the County shall pay 40 percent and the City shall pay 60 percent of such expense. 3.04 This agreement is for design and right of way phases. Construction is contingent upon receipt of additional funding through the Transportation Improvement Board. 3.05 Payment for services performed is due 30 days after invoice. If payment is not received within 30 days, then services will cease until such time as payment is made. Final payment shall not, however, be a bar to any claims that the County may have against the City or to any remedies the County may pursue with respect to such claims. 3.06 This project requires right of way acquisitions in both jurisdictions. The City has directed its design consultant to include right of way services in their proposed scope to acquire all right of way for both jurisdictions. There are no grant funds available for right of way acquisition. Costs for right of way are estimates and will be billed based on actual costs to acquire right of way within each jurisdiction. ARTICLE IV ACCOUNTING 4.01 Accounting. All budgeting, accounting and financial transactions shall be conducted through the City. All accounting procedures shall be in accordance with applicable federal and state requirements, state law, and modified cash basis methods prescribed by the Washington State Budgeting, Accounti ng and Reporting System (BARS). Information to convert to Generally Accepted Accounting Principles (GAAP) will be provided to the County if necessary for its reporting. ARTICLE V ADMINISTRATION 5.01 Authority Vested in the City. The City shall, as lead agency, have the full power and authority to administer completion of the project design and right -of-way. To the extent consistent with and authorized by the County in this Agreement, the County hereby irrevocable authorizes and directs the City to act for it and on its behalf, as well as on behalf of the City, in the completion of the project. Exhibit A Resolution 2022-37 19th Street Reconstruction Project Number 2019-02 INTERLOCAL COOPERATIVE AGREEMENT Page 4 of 9 19th Street NW/NW Cascade Ave Reconstruction and Regional Stormwater Facility 5.02 Records. Each Party shall have access to all records and other related documentation of the other Party relating to the performance of this Agreement. ARTICLE VI THIRD PARTY CONTRACTS 6.01 Third Party Contracts. The City shall, as permitted by law, enter into separate agreements with third parties to perform any and all work or services reasonable and necessary for completion of the project. ARTICLE VII COMMENCEMENT AND TERMINATION OF AGREEMENT 7.01 Commencement. The Agreement shall commence pursuant to Section 12.06. 7.02 Termination. This Agreement may only be terminated, either in whole or in part, by the joint action of the legislative authorities of the Parties. ARTICLE VIII INSURANCE 8.01 Insurance Required. Each party shall obtain and maintain insurance policies to meet all legal and social responsibilities for completion of the project, including without limitation, general liability, public liability, professional liability, errors and omissions, officers and directors liability, property insurance, and workman’s compensation coverage. ARTICLE IX CLAIMS AND INDEMNITY 9.01 Claims. Any and all tort claims and contract claims relating to the project shall be received, reviewed and investigated by the City. The City shall provide copies of all such claims to the County within three (3) business days after receipt. 9.02 Tort Claim Indemnity. To the extent of its comparative liability, each Party shall indemnify, defend and hold the other Party, its departments, elected and appointed officials, employees, and agents, harmless from and against any and all claims, damages, losses and expenses, including attorney’s fees, for any bodily injury, sickness, disease, or death, or any damage to or destruction of property, including loss of use resulting therefrom, which are alleged or proven to be caused in whole or in part by a negligent act or omission of the Party, its officers, directors, and employees. Exhibit A Resolution 2022-37 19th Street Reconstruction Project Number 2019-02 INTERLOCAL COOPERATIVE AGREEMENT Page 5 of 9 19th Street NW/NW Cascade Ave Reconstruction and Regional Stormwater Facility 9.03 Contract Claim Indemnity. To the extent any contract claim or AIP funding can be allocated to that portion of the project in one Party’s jurisdiction, that Party shall indemnify, defend and hold the other Party, its departments, elected and appointed officials, employees, and agents, harmless from and against any and all claims, damages losses and expenses, including attorney’s fees, for contract claims and approved funding. If the contract claim or approved funding cannot be segregated, then such indemnity shall be based on the percentages contained in paragraph 3.03. 9.04 Waiver of Subrogation. Each Party waives indemnity and claims for contribution against the other Party to the extent that its property damages, losses or expenses are paid by insurance and such policy permits waiver. ARTICLE X PERFORMANCE OF AGREEMENT 10.01 Compliance with Al Laws. Each Party shall comply with all federal, state and local laws, rules, regulations and ordinances applicable to the performance of this Agreement, including without limitation all those pertaining to wages and hours, confidentiality, disabilities and discrimination. 10.02 Maintenance and Audit of Records. Each Party shall maintain books, records, documents and other materials relevant to its performance under this Agreement that sufficiently and accurately reflect any and all direct and indirect costs and expenses incurred or pain in the course of performing this Agreement. These records shall be subject to inspection, review and audit by either Party or its designee, the Washington State Auditor’s Office, and authorized federal agencies. Each Party shall retain all such books, records, documents and other materials for six (6) years following the termination of this Agreement or such longer period as may be required by law. 10.03 On-Site Inspections. Each Party or its designee may evaluate the performance of this Agreement through on-site inspection to determine whether performance is in compliance with the standards set forth in this Agreement, and in compliance with federal, state and local laws, rules, regulations and ordinances. 10.04 Rights in Data and Work Product. Unless otherwise agreed upon by the Parties in writing, all data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, sound reproductions, educational courses and materials and other work product that originates from the Performance of this Agreement shall be “works for hire” and shall be the joint property of the Parties. 10.05 Improper Influence. Each Party agrees, warrants and represents that it did not and will not employ, retain or contract with any person or entity on a contingent compensation basis for the purpose of seeking, obtaining, maintaining or extending this agreement. Each Party agrees, warrants and represents that no gratuity whatsoever has Exhibit A Resolution 2022-37 19th Street Reconstruction Project Number 2019-02 INTERLOCAL COOPERATIVE AGREEMENT Page 6 of 9 19th Street NW/NW Cascade Ave Reconstruction and Regional Stormwater Facility been or will be offered or conferred with a view towards obtaining, maintaining or extending this Agreement. 10.06 Conflict of Interest. The elected and appointed officials and employees of the Parties shall not have any personal financial interest, direct or indirect, which gives rise to a conflict of interest as defined by Washington law. ARTICLE XI DISPUTES 11.01 Time. Time is of the essence of this Agreement. 11.02 Conflict. In the event of conflict among the terms and conditions of this Agreement and federal, state or local law, the inconsistency shall be resolved by giving precedence of interpretation in the following order: 1. Applicable federal case law, statutes and regulations; then 2. Applicable Washington case law, statutes and regulations; then 3. The terms and conditions of any funding obtained for the project; then 4. The terms and conditions of this Agreement. 11.03 Waiver Limited. A waiver of any term or condition of this Agreement must be in writing and signed by the waiving Party. Any implied waiver of a term or condition of this Agreement shall apply only to the specific act, occurrence o r omission and shall not constitute a waiver as to any other term or condition or any future act, occurrence or omission. 11.04 Compliance Review Process and Corrective Action. In the event of non-compliance with any term or condition of this Agreement, a Party may provide written notice of non-compliance to the other Party. The non -compliant Party shall have thirty (30) days from receipt of such written notice to implement fully corrective a ction and to provide adequate assurances of continuing future compliance: provided, that the non-compliant Party shall have only three (3) business days to demonstrate its compliance and to provide adequate assurances if the non -compliance presents a clear and imminent danger to the health and well-being of the public, a clear violation of federal or state laws, rules or regulations specifically found to be o f imminent concern or a clear threat to project funding. 11.05 Dispute Resolution. A. Informal Mediation. Disputes regarding this Agreement, other than those which relate to non-compliance requiring only a three (3) day notice pursuant to the preceding subparagraph, shall be informally mediated by a panel comprised of a City elected official appointed by the City Council, a member of the County’s Board of Commissioners appointed by the Board, and a third person agreed upon by the two. Exhibit A Resolution 2022-37 19th Street Reconstruction Project Number 2019-02 INTERLOCAL COOPERATIVE AGREEMENT Page 7 of 9 19th Street NW/NW Cascade Ave Reconstruction and Regional Stormwater Facility The panel shall attempt to resolve the dispute between the Parties through discussion and negotiation among the panel members. There shall be no formal presentation of evidence or argument to the panel. Decisions of the panel shall not be binding on the parties and all discussions and negotiations among the panel members shall remain confidential and privileged. B. Arbitration. In the event that informal mediation does not resolve a dispute between the Parties, the dispute shall be submitted to arbitration pursuant to RCW Chapter 7.04 as provided in this subparagraph. Such arbitration shall be commenced within one (1) year after the act, occurrence or omission giving rise to the dispute and shall be before one (1) disinterested arbitrator, if one can be agreed upon by the Parties. If one arbitrator cannot be agreed upon, then the City shall appoint one arbitrator, the County shall appoint one arbitrator, and a third arbitrator shall be appointed by the two arbitrators so appointed. If all arbitrators have not been appointed within ten (10) days after a written notice of demand for arbitration is served by one Party the other, then either Party may apply to the Grant County Superior court, upon not less than five (5) days written notice to the other Party, for appointment of the necessary arbitrators remaining to be appointed. The judicial appointment(s) shall be final, conclusive and binding. Remedies, both legal and equitable, including injunctive relief, may be granted by the arbitrator. The decision shall be final, conclusive and binding on the Parties and a judgment confirming the decision may be entered in the Grant County Superior Court. 11.06 Attorney Fees. If any legal action, mediation, arbitration or other proceeding is brought for the enforcement or interpretation of this agreement, or because of an alleged dispute, breach, default, or misrepresen tation in connection with any of the provisions of this Agreement, each party shall bear its own attorneys fees and costs incurred. 11.07 Governing Law and Venue. This Agreement shall be governed exclusively by the laws of the state of Washington. The Grant County Superior Court shall be the sole proper venue for any and all suits brought to enforce or interpret this Agreement. ARTICLE XI GENERAL PROVISIONS 12.01 Assignment. Except as otherwise specifically provided in this Agreement, the Parties may not assign any rights or delegate any duties under this Agreement, whether by assignment, subcontract or other means. Any such attempted assignment or delegation shall be void and shall constitute a material breach of this Agreement. 12.02 Entire Agreement. This Agreement constitutes the entire agreement between the Parties. There are not understandings or agreement between parties other Exhibit A Resolution 2022-37 19th Street Reconstruction Project Number 2019-02 INTERLOCAL COOPERATIVE AGREEMENT Page 8 of 9 19th Street NW/NW Cascade Ave Reconstruction and Regional Stormwater Facility than those set forth in this Agreement and in the appendices. No other statement, representation or promise has been made to induce the Parties to enter into this Agreement. 12.03 Modification. This Agreement may not be amended, supplemented or otherwise modified unless expressly set forth in a written agreement approved by the legislative authorities of each Party and signed by the Parties. 12.04 Invalid Provisions. If any portion of this Agreement, or its application to any person or circumstances, is held or determined to be invalid, such holding or determination shall not affect the validity or enforceability of any other term or provision and the application of this Agreement to other persons or circumstances shall not be affected. 12.05 Counterparts. This Agreement may be executed by the Parties using duplicate counterparts. 12.06 Filing and State Approval. Pursuant to RCW 39.34.040, this Agreement shall be filed with the County Auditor and the City Clerk. To the extent any state officer or agency has control over the services or facilities which may be the subject of this Agreement, then this Agreement shall be submitted to such state officer or agency for approval pursuant to RCW 39.34.050. DOUGLAS COUNTY, WASHINGTON Adopted:_______________ BOARD OF COUNTY COMMISSIONERS ____________________________ Chair ____________________________ Vice Chair ____________________________ Member ATTEST: ____________________________ Clerk of the Board Exhibit A Resolution 2022-37 19th Street Reconstruction Project Number 2019-02 INTERLOCAL COOPERATIVE AGREEMENT Page 9 of 9 19th Street NW/NW Cascade Ave Reconstruction and Regional Stormwater Facility APPROVED AS TO FORM: ____________________________ Prosecuting Attorney Adopted:______________ CITY OF EAST WENATCHEE ____________________________ Mayor APPROVED AS TO FORM: ____________________________ City Attorney Exhibit A Resolution 2022-37 19th Street Reconstruction Project Number 2019-02