HomeMy WebLinkAbout08-20-2024, ILA Douglas County for Construction and contract administration services 19th St ReconstructionThad L Duvall, Auditor, Douglas County, WA.
AFN # 3270620 Recorded 09/03/2024 at 11:36:17AM,
INLOAGR Pages: 14 $316.50
CITY OF EASTWENATCHEE
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Filed for and Return to:
Laura Leon, 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 Cooperative Agreement Between the City of East Wenatchee and
Douglas County for Construction & Contract Administration 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 No. (s) of
Related Doc.(s)::3257105
Filed with the Auditor pursuant to ROW 39.34.040
INTERLOCAL COOPERATIVE AGREEMENT BETWEEN THE CITY OF EAST WENATCHEE
AND DOUGLAS COUNTY FOR CONSTRUCTION & CONTRACT ADMINISTRATION
SERVICES ASSOCIATED WITH THE 19TH STREET/CASCADE AVE RECONSTRUCTION
AND REGIONAL STORMWATER FACILITY
This is an tnterlocal Cooperative Agreement for public works construction, entered into under
the authority of the Interlocal Cooperation Act, Chapter 39.34 ROW, between Douglas County,
a political subdivision of the State of Washington (hereinafter "County"), and the City of East
Wenatchee, a municipal corporation of the State of Washington (hereinafter "City").
Collectively, the County and the City are referred to as the "Parties." Occasionally the County or
the City may individually be referred to as a "Party." This Agreement has been authorized by the
legislative body of each jurisdiction pursuant to formal action as designated below:
I ^° .2024.
Douglas County: Resolution No. TLS 24-32
City of East Wenatchee: City Council Approval on.
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 within the greater East Wenatchee area;
WHEREAS, the Parties have both adopted a Six Year Transportation Program identifying
and prioritizing road and street improveinent and maintenance projects within their respective
geographical jurisdictions;
WHEREAS, the Parties regularly contract for construction of pubUc works projects
pursuant to the competitive bidding requirements ofRCW Chapter 39.04;
WHEREAS, the Parties desire to cooperate in the design and construction of adjacent
and abutting road improvements within both the City and the unincorporated area of the
County;
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WHEREAS, a previously executed interlocal established the roles and tasks to be
performed by each party in the preliminary engineering, design, right of way acquisition phases
of the joint project for 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 Parties at properly noticed public meetings have found this coordination
to be in the best interest of the public and for the mutual benefit of the public of Douglas County
and City of East Wenatchee.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
consideration, and intending to be bound thereby, it is agreed between the City and County as
follows:
1. PURPOSE.
1.1 The purpose of this Interlocal Cooperative Agreement Between the City of East
Wenatchee and Douglas County for Construction & Contract Administration Services
Assocfated with the 19th Street/Cascade Ave Reconstruction and Regional Stormwater Facility
("Construction Agreement") is to set forth the terms and conditions to jomfly and cooperatively
fund, administer, and construct improvements to 19th St NW from NW Cascade Ave to SR 28
within the City limits and improvements to approximately 1,000 feet of County Road NW
Cascade Ave from 19th St NW within the unincorporated County, (hereafter the "Project"). This
Construction Agreement authorizes the City to coordinate and administer the Project
construction located within the unincorporated County at the County's cost, including but not
limited to stormwater facilities, curb, gutter and sidewalks, paving, illuinination, and access
control ("County Improvements").
1.2 This Construction Agreement continues the cooperative approach previously
authorized by the Interlocal Agreement 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, approved by the Parties
and recorded with the Douglas County Auditor on August 5, 2022, as Auditor's File No. 3257105
(referred to as the "Pre-Construction Agreement"). This Construction Agreement applies
specifically to the construction phase of the Project.
1.3 This Construction 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.
2. RECITALS ADOPTED. Recitals set forth above, and in the County's authorizing resolution
are hereby adopted and incorporated into these terms as though fully set forth below.
3. SCOPE OF SERVICES. The services provided by the City to the County are limited to the
construction of the capital improvements of the Project as described m paragraph 4.3, and
which services shall not include post-construction maintenance or operational services for the
improvements withm the County rights of way.
4. DEFINITIONS.
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Unless otherwise indicated in the text of this Agreement, the following terms are defined as set
forth below:
4.1 "Construction Agreement" means this document and its terms, conditions,
covenants, and performances, as well as any attached exhibits or otherwise incorporated
documents. This Construction Agreement is intended to be a continuation of the Pre-
Construction Agreement. If any portions of this Construction Agreement are m conflict with the
Pre-Construction Agreement, this most recent Agreement supersedes.
4.2 "Change Order" means a written amendment to the Project construction contract
after the effective date that alters the work, the contract sum, or the contract time. Following
approval of a Change Order by the County, the Change Order work shall become a part of the
County's construction work as defined in this Construction Agreement.
4.3 "Project" means the public works project including those improvements specified in
a bid package generated by the Parties for the purpose of contracting. The bid package
specifications ("Specifications") generated for bid submission and approval are incorporated
into this Construction Agreement by reference. Construction requirements wUl be set forth as
in the most current version of the Washington State Department of Transportation/APWA
Standard Specifications for Road, Bridge, and Municipal Construction, the Project
amendments, the special provisions and the plans. The Project work will be completed as
governed by the Project construction contract and the Change Order terms of this Agreement.
4.4 "Punch List" means a list of tasks, accepted by the Parties and communicated to the
Contractor by the City, to be finalized in order for the Project to be deemed Complete.
5. RELATIONSHIP OF PARTIES.
5.1 No separate entity necessary. No separate legal or administrative entity is created
by or pursuant to this Construction Agreement.
5.2 No Joint Venture. Nothing contained in this Construction Agreement shall be
construed as creating any type or manner of partnership, joint venture or other joint enterprise
between the parties.
5.3 Administrators. Each party to this Agreement shaU designate an individual (an
"Administrator"), who may be designated by title or position, to oversee and administer such
party's participation in this Construction Agreement. The parties' initial Administrators shall be
the following individuals, but may be changed at any time by delivering written notice of such
change to the other party:
City's Initial Administrator:
Garren Melton
Public Works Manager
City of East Wenatchee
271 9th Avenue
East Wenatchee, WA 98802
County's Initial Administrator:
Jennifer Lange
Assistant County Engineer
Douglas County TLS
140 19th Street
East Wenatchee, WA 98802
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5.4 Ownership of Property. Except as expressly provided to the contrary herein, the
City and County shall own all improvements within their respective jurisdictions. Nothing
contained herein transfers ownership of property, either real or personal, from one party to the
other, and nothing herein alters or modifies the jurisdictional boundaries of the Parties.
5.5 Independent Contractor. Both Parties are deemed independent contractors for aU
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. Each Party shaU retain all authority for provision of services, standards of
performance, discipline and control of its own personnel, and other matters incident to its
performance of services pursuant to this Agreement. Nothing in this Agreement shall make any
employee of the County an employee of the City or any employee of the City an employee of the
County for any purpose, including but not limited to, withholding of taxes, payment of benefits,
workers' compensation pursuant to Title 51 ROW, or any other rights or privileges accorded
their respective employees by virtue of their employment.
6. TERM OF AGREEMENT.
6.1 Duration. This Construction Agreement shall commence on the date of recording
pursuant to Paragraph 23.7 and remain in effect until the County makes final payment to the
City and has approved and accepted the work performed by the City pursuant to Paragraph 9.1.
6.2 Termination. This Agreement may be terminated prior to the final payment upon the
mutual agreement of the Parties in writing and approved by action taken in public meetings by
both legislative authorities.
6.2.01 Upon early termination of this Construction Agreement as provided in this
Article 6, the County shall pay the City for aU work performed up to the date of
termination, as well as the costs of any and all non-cancelable obligations. The City shall
notify the County within thirty (30) days of the date of termination of all remaining costs
including non-cancelable costs. Termination costs charged to the County shaU not
exceed the actual costs incurred as a result of early termination. No payment shall be
made by the County for any expense incurred or work performed by the City following
the effective date of termination unless authorized in writing by the County.
7. DUTIES OF THE PARTIES.
7.1 City Obligations. The City is the lead agency for the Project and shall administer the
awarded construction contract(s), including:
7.1.01 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.
7.1.02 Schedule and coordinate the Project construction.
7.1.03 Handle accounts payable, review of invoices and billing, accounting and
disburse payments to the Project contractor(s).
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7.1.04 Administer this Construction Agreement and other agreements related to the
Project as necessary, monitor grant funding distribution, and process reimbursements
for both the City's and the County's grant funding.
7.1.05 Review for effect and compliance aU contractor submissions of proof of
insurance, bonds, and all other performance surety or financial assurances required on
the Project prior to any work being performed under this Construction Agreement.
7.1.06 Administer Change Orders subject to County's advance approval for changes
affecting County Improvements.
7.1.07 Perform or cause to be performed construction-related materials testing
activities, construction inspection, and those related oversight services for the County's
work in the same manner as performed for the City work.
7.1.08 The City will exert its best efforts in overseeing construction activities and the
performance of the work on County Improvements and within the County right of way.
7.1.09 The City shall timely contact the County in the event that the City is unable to
perform those activities necessary for administration and oversight of the Project for any
reason.
7.2 County Obligations. The County shaU:
7.2.01 Timely review and approve or reject Change Order requests relating to the
County's work. The Board of Commissioners for Douglas County specifically delegates
authority to approve or reject said Change Orders to the County Engineer, or as
delegated by the County Engineer the Assistant County Engineer.
7.2.02 Provide reimbursement of project costs for the County work pursuant to
Article 10 herein.
7.2.03 Promptly review the work performed within the County's right of way when
requested and otherwise as it determines prudent and provide input on design or
consti'uction issues if they arise.
7.2.04 Promptly review the work performed within the County's right of way when
substantially complete and provide Punch List items required to be completed prior to
final acceptance of the County's bid items.
7.2.05 Promptly notify the City of the County's final acceptance of the work when the
work is finally complete.
7.2.06 The County shall pay the full cost of construction, including inspection and
associated testing costs, of the County Transportation and Stormwater Improvements
pursuant to the terms herein.
7.3 There are no additional parties intended to benefit under this Construction
Agreement. Other than the Pre-Construction Agreement, there are no other rights, duties,
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obligations, or representation, written or oral, concerning the subject matter of this
Construction Agreement.
7.4 Nothing contained herein shaU be construed as in any way divesting the County of
any of its powers with respect to the supervision, management, and control of roads and streets
within its boundaries.
8. CHANGE ORDERS.
8.1 In the event that the County desires to add, omit, or change the work Specifications,
the County may request the City facilitate the addition, omission, or change through use of a
Change Order. Any Change Order shaU be delivered to the City by written request.
8.2 If the City accepts the request, it wiU implement a Change Order as long as the change
does not negatively impact the City's work and complies with the Special Provisions, Plans,
Project Amendments, Standard Specifications, Project permits, applicable laws, rules and
regulations, and does not unreasonably delay scheduled Project activities.
8.3 If the City desires to add to or change the Project as it affects County improvements,
it shall give advance notice to the County. If objectionable, the County shaU respond to the City's
request as soon as practicable, but not more than five (5) working days after receipt of the
request. If the County faUs to respond to the City's request, the request is deemed approved by
the County.
8.4 Any Project construction contractor request submitted to the City for permission to
use different materials or structures for the County Improvements wiU be provided to the
County for immediate review. The County will have five (5) working days to advise the City
whether it accepts the different material or structure. If no response is made within the five (5)
working days, the City's construction engineer will decide on the County's behalf. The City wiU
make available to the County all documentation for Project change orders.
8.5 By entering into this Construction Agreement and upon it becoming effective as
described in Article 6.1 above, both parties authorize their respective Administrators to accept,
deny, and negotiate the Change Orders described in this Article 8, including any associated
increase, decrease, or other change to the Project costs.
9. PROJECT APPROVAL.
9.1 The City shall promptly notify the County in writing when the City has determined
the Project is completed. Upon request by the County, the City will provide the County with
inspection documentation, including but not limited to inspection reports, backfill test results,
and material submittals. The County shall complete any necessary walk-through or inspection
of the County work and (a) deliver a written letter of acceptance of the Project to the City, or (b)
deliver a written explanation in Punch List format detailing the reasons why the County work is
not acceptable to the County. The County's response detailed above shall be provided to the
City within ten (10) business days of being notified of the City's determination of Project
completion. The County agrees to work diligently and in good faith with the City to resolve any
issues relating to the Project so as not to delay the City's acceptance of the Project. When issues
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raised by the County are resolved, the County wiU immediately deliver a letter of acceptance of
the Project to the City.
9.2 Upon acceptance, the City shall provide to the County Engineer fuU and complete
"as-built" plans and specifications, in electronic CAD (the preferred format) or PDF files.
10. PAYMENT & ACCOUNTING.
10.1 The Parties have prepared bid schedules that reflect actual improvement quantities
being constructed within each jurisdiction ("County Improvements" and "City Improvements"
respectively) and an engineer's estimate has been prepared. The Engineer's Estimate and bid
schedules (collectively "Estimated Costs") are incorporated into this Construction Agreement
by this reference and are attached hereto as Exhibit A. The Parties acknowledge and agree that
the Estimated Costs reflect approximations, and actual Project costs may deviate from those
estimates.
10.2 The County shaU reimburse the City for the actual costs of construction of County
Improvements, excluding those expenditures covered by grant funding including but not limited
to Transportation Improvement Board and Ecology Water Quality Grant funds. The
reimbursable costs shall include construction costs, Washington State Sales Tax, permitting or
regulatory charges, any testing, inspection or certification costs, and all other specific costs
and/or charges identified in this Construction Agreement.
10.3 The City agrees that only those costs directly allocable to the County Improvements
under generally accepted accounting procedures wiU be charged to the County.
10.4 Any change orders, force account work, and other deviations from the Project
Specifications that impact Project cost wUl be the responsibility of the Party responsible for or
initiating the deviation.
10.5 The City shall invoice the County for all County work performed by the City. Invoices
shaU be provided monthly for the duration of the Project, and with sufficient documentation and
information to identify the invoiced charges.
10.6 The County shaU remit payment to the City within thirty (30) days of receipt of a City
invoice; provided, that if the County disagrees with all or part of the invoice, the County shaU
notify the City of the disagreement within twenty (20) days of the invoice. The notice shall
include an explanation of the disagreement and supporting documentation and information, if
any. The County shaU pay all parts of an invoice that are not contested within the invoiced thirty
(30) day pay period. The Parties shall have thirty days from the Notice of Disputed Charge to
resolve the disagreement.
10.6.01 If, within that resolution period, the matter is resolved the City shaU provide
the County with an updated invoice for the mutually agreed charges. The County shaU
have 30 days to pay the updated invoice.
10.6.02 If, within that resolution period, the matter is not resolved. the County shall
pay the originally invoiced amount and the matter may be resolved through the dispute
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resolution provisions of section IX of this Construction Agreement. Payment of the
invoice shaU not bar the County from bringing any claims against the City or otherwise
limit the County's use of lawful remedies.
10.7 Interest Accrual. Amounts not paid within the requisite time periods shall thereafter
all accrue interest at the rate of sue percent (6%) per annum until the outstanding balance of the
past due principal is paid.
10.8 Accounting. AU accounting and financial transactions for the Project 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, Accounting and Reporting System (BARS). Information to convert
to Generally Accepted Accounting Principles (GAAP) will be provided to the County if necessary
for its reporting.
11. MUTUAL COOPERATION. The Parties agree to perform any further acts and to execute and
deliver any further documents as may be reasonably necessary to fully effectuate the provisions
of this Construction Agreement.
12. THIRD PARTS' CONTIIACTS. The City shaU, as permitted by law, enter into separate
agreements with third parties to perform any and aU work or services reasonable and necessary
for completion of the project.
13. INSURANCE.
13.1 Each party shaU maintain its own insurance or self-insurance or both for its
obligations from damage to property and injury to persons arising out of its activities associated
with this Construction Agreement as it deems reasonably appropriate and prudent. The
maintenance of, or lack thereof of insurance or self-insurance or both shaU not limit the Uability
of the indemnifying part to the indemnified party(s). Upon request, a Party shall provide the
other with a certificate of insurance or letter of s elf-insurance as the case may be.
13.2 Each Party shall provide or purchase workers' compensation coverage to meet the
Washington State Industrial Insurance regulations and cause any contractors or
subcontractors working on behalf of said party to also carry such insurance prior to performing
work under the Construction Agreement.
14. NOTICES. All notices required to be given by any party to the other party under this
Construction Agreement shall be in writing and shaU be delivered either in person, by United
States mail, or by electronic mail (email) to the applicable Administrator or the Administrator's
designee. Notice delivered in person shall be deemed given when accepted by the recipient.
Notice by US Mail shall be deemed given as of the date the same is deposited in the US Mail,
postage prepaid, and addressed to the Administrator or the Administrator's designee, at the
address set forth in Paragraph 5.3. Notice delivered by email shall be deemed given as of the
date and time received by the recipient.
15. CLAIMS AGAINST PARTIES.
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15.1 Claims. A party shaU notify the other party of any and all claims received by it that
are directly or indirectly related to the Project within three (3) business days after receipt. This
notification shall be required regardless of the jurisdictional location, if any, of the alleged cause
of damage. The notification shall include a copy of the notice of claim filed with the party and
any accompanying documentation or evidence provided by the claimant.
16. INDEMNIFICATION AND HOLD HARMLESS.
16.1 Each party shall protect, defend, indemnify and save harmless the other party, its
officers, officials, employees and agents while acting within the scope of their employment as
such, from any and aU third-party suits, costs, claims, actions, losses, penalties, judgments,
and/or awards of damages, of whatsoever kind arising out of, or in connection with, or incident
to the performance of this Construction Agreement caused by or resulting from each party's
own negligent acts or omissions to the extent of its comparative liability. Each party agrees that
its obligations under this provision extend to any claim, demand, or cause of action brought by
or on behalf of any of its employees, or agents.
16.2 The provisions of this Article 16 shall survive the expiration or earlier termination of
this Construction Agreement.
17. PERFORMANCE OF DUTIES.
17.1 Compliance with All Laws. In the performance of its obligations under this
Construction Agreement, each Party shall comply with all applicable federal, state and local
laws, rules, regulations and ordinances. Should a party's non-compliance result in loss of
Project funding, fines, fees, or other regulatory penalties, the non-complying party shall be
solely responsible for the cost of those penalties and shall reimburse the compliant party for
any out-of-pocket expenses, including but not limited to any required payback of outside
funding.
17.2 Records. Each Party shall have access to all records and other related
documentation of the other Party relating to the performance of this Agreeinent. Each Party shall
maintain books, records, documents and other materials relevant to its performance under this
Agreement that sufficiently and accurately reflect any and aU direct and indirect costs and
expenses incurred or pam in the course of performing this Agreement. These records shaU 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 aU such books,
records, documents and other materials for six (6) years foUowing the termination of this
Agreement or such longer period as may be required by law.
17.3 Project Access. The County grants to the City, for the purpose of performing the
Project work, permission and right of entry on, over, under, above and through County rights of
way that are necessary or convenient for the City and consistent with the Traffic Control
provisions of the approved Project construction plans; provided that the City wiU notify the
County of a planned detour at least five (5) days prior to its use. Both Parties shall have unlimited
access to the Project construction site.
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17.4 Coordination with WSDOT and UtUities. Should, in the course of the Project, it
become necessary or convenient for the City to enter in, on, over, under or above a right of way
owned by WSDOT or any utility or impact any facilities owned by WSDOT or utility, the City
shaU notify the County, and the County shall cooperate in the City's efforts to coordinate with
WSDOT, utility, or both to obtain any required approvals including permits authorizing such
activity.
17.5 Performance Assurance and Warranties. The City, being the contracting party for
this Project, shaU as necessary exercise warranty and guarantee rights on behalf of the County,
in the event that there is a failure, fault, or warrantied defect pertaining to the County portions
of the Project. This provision shall survive the termination of this Construction Agreement and
shall be effective for the fuU term of applicable material or construction warranties.
17.6 Rights m 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, fUms, 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 shaU be the joint property of the Parties.
17.7 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 been or will be offered or
conferred with a view towards obtaining, maintaining or extending this Agreement.
17.8 Conflict of Interest. The elected and appointed officials and employees of the Parties
shaU not have any personal financial interest, direct or indirect, which gives rise to a conflict of
interest as defined by Washington law.
17.9 Force Majeure. Neither Party shall be liable nor deemed to be in default for any delay
or failure in performance under this Construction Agreement or other interruption of service or
employment resulting, directly or indirectly, from acts of God, civil or military authority, acts of
public enemy, terrorism, bomb threats, computer virus, epidemic, power outage, acts of war,
accidents, fires, explosions, earthquakes, floods, failure of transportation, machinery, or
supplies, vandalism, strikes or other work interruptions by the employees of either Party, or
any other cause beyond the reasonable control of the Party affected thereby. However, each
Party shall utUize its best good faith efforts to perform under this Construction Agreement in the
event of any such occurrence or circumstance.
18. ADMINISTRATION.
18.1 Tiine. Time is of the essence of this Agreement.
18.2 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 or omission and shall not constitute
a waiver as to any other term or condition or any future act, occurrence or omission.
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\
19. DEFAULT AND REMEDIES.
19.1 Default. In the event a party faUs to perform as obligated by this Construction
Agreement, the other party shall provide written notice of such failure to the non-performing
party. The non-performmg party shaU have thirty (30) days from receipt of such written notice
in which to cure and correct the failure to perform, after which time it shaU be in default
("Default") under this Construction Agreement; provided, however:
(A) that if the non-performace is of a type that could not reasonably be cured
within said thirty (30) day period, then the non-performing party shall not be in
Default if it commences curative action within said thirty (30) day period and
thereafter diligently pursues cure to completion; or
(B) that if the non-performance 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 of imminent concern or a clear threat to project
funding the non-p erf arming party shaU have only three (3) business days to
demonstrate its perfonnance, compliance, mitigation, or other curative action.
19.2 Remedies. In the event of a party's Default, then after giving notice and an
opportunity to cure pursuant to paragraph 19.1 above, the non-Defaulting party shall have the
right to exercise any or aU rights and remedies available to it in law or equity.
20. DISPUTE RESOLUTION. In the event differences between the parties arise over the terms
and conditions or the performance of this Construction Agreement, the parties shall use their
best efforts to resolve those differences on an informal basis. If those differences cannot be
resolved informally, the matter shall be referred for mediation to a mediator mutually selected
by the parties. If mediation is not successful, either of the parties may institute legal action for
specific performance of this Agreement or for damages.
21. 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 misrepresentation in connection with any of the provisions of this
Agreement, each party shall bear its own attorneys fees and costs incurred.
22. GOVERNING LAW AND VENUE. This Construction Agreement shaU 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.
23. GENERAL PROVISIONS.
23.1 No Assignment. Except as otherwise specifically provided in this Construction
Agreement, the Parties may not assign any rights or delegate any duties under this Construction
Agreement, whether by assignment, subcontract or other means. Any such attempted
assignment or delegation shall be void and shall constitute a material breach.
23.2 Entire Agreement. This Consta-uction Agreement with its appendices, and
references, in addition to the Project Plans and Specifications and the Pre-Construction
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Agreement where it is not in conflict herewith constitute the entire agreement between the
Parties and no understandings, representations, or agreements not contained therein have been
made to induce the Parties to enter into this Construction Agreement.
23.3 Amendment. This Construction 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.
23.4 Invalid Provisions. This Construction Agreement will be enforced to the fullest
extent permitted by appUcable law. If any term or provision of this Construction Agreement is
held to be invalid, Ulegal, or unenforceable by a court or other governmental authority of
competent jurisdiction, those remaining, unaffected terms or provisions shall remain in full
force and affect so long as the remaining provisions are sufficient to fulfill the intent of the
parties and purpose as stated in this Construction Agreement.
23.5 Counterparts. This Construction Agreement may be executed by the Parties using
duplicate counterparts.
23.6 Ratification. Acts taken in conformity with this Construction Agreement prior to its
execution are hereby ratified and affirmed.
23.7 Recording and State Approval. Pursuant to ROW 39.34.040, this interlocal
agreement shaU be recorded with the Douglas County Auditor and filed by 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 Construction Agreement, it shall be submitted to such state officer or agency for
approval pursuant to RCW 39.34.050.
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Signature page 1 of 2.
BY COUNTY:
Approved on this^/ day of.
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ATTEST:
a.
erk 0Carlye'e Board
^2024.
BOARD OF COUNTY COMMISSIONERS
DOUGLAS COUNTY, WASHINGTON
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Dan Sut^oi5/1^oard Chair^<n._
Marc Straub, Vice Ch,arr^
^^'^^^i^g^ip^rJTMember
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Approved as to form:^/TVl^rv? jL^i^^X
KainLeronN. Todd, WSBA# 50306
Civil Deputy Prosecuting Attorney
ILA - 19th Street NW/NW Cascade Ave
Admin & Construction Pg. 13 of 14
Signature page 2 of 2.
BY CITY:
Approved by the Council on this 20th day of August, 2024.
ATTEST:
^Of/A <
Anna Laura Lean, City Clerk'
CITY OF EAST WENATCHEE
'Z^ L^LZ^t.
^•rUea Crawford, Mayo^
Approved as to form:
Robert R. Siderius, WSBA# 15551
Attorney for City of East Wenatchee
I LA - 19'h Street NW/NW Cascade Ave
Admin & Construction Pg. 13 of 13