HomeMy WebLinkAbout5.746 Original Contract
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SECOND AMENDMENT
TO GATEWAY PROJECT
INTERLOCAL AGREEMENT
This AMENDMENT is entered into this StA.- day of q 1 11 Q
2008, by and between the CITY OF PORT ANGELES, ("CITY") and CLALLAM TRANSIT
SYSTEM ("CTS").
For and in consideration of the mutual benefits to be derived herefrom, the Parties
recite, covenant, and agree as follows:
1. The Parties entered into an lNTERLOCAL AGREEMENT for joint construction
of the Port Angeles International Gateway on September 7, 2005. The Parties entered
into the FIRST AMENDMENT TO GA TEW A Y PROJECT lNTERLOCAL AGREEMENT on August
21, 2006. Those AGREEMENTS are incorporated by this reference and may hereafter be
referred to as "THE AGREEMENT" and "THE FIRST AMENDMENT," respectively.
2. This SECOND AMENDMENT to the Agreement is intended to clarify and
update details of construction and finance planning for the Gateway Project.
3. A new subsection (e) is added to Paragraph 5.1.1 of the AGREEMENT, and
the paragraph is amended to read as follows:
The City shall remit to CTS the amount due each month not later than TWO
(2) working days before the 15th day of each month.
4. Paragraph 5.3.1.2 of the Agreement is amended in its entirety to read as
follows:
CTS will pay FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) of project costs not
later than February 15, 2009. On the invoices to be prepared in accordance with Section
5.1.1 of this Agreement, these payments will be shown as deductions from amounts that
SECOND AMENDMENT INTERLOCAL AGREEMENT - 1
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would otherwise be paid by the City. The Finance Officers of the City and of CTS are
authorized to coordinate the timing and amounts of payments by CTS. Any excess
construction costs associated with the remaining improvements shall be paid for by the
CITY.
5. A new paragraph, 5.3.3 is hereby added to the Agreement to read as
follows:
5.3.3 After substantial completion of construction of the Project, in the
event additional grant funds become available, they shall be applied to
reimburse contributions made by the CITY and by CTS in proportion to the
total contribution made by each.
6. As amended, the AGREEMENT is ratified and confirmed.
IN WITNESS WHEREOF, the parties have executed this SECOND AMENDMENT
TO INTERLOCAL AGREEMENT in duplicate by the subjoined signatures of their duly
authorized officials.
CLALLAM TRANSIT SYSTEM
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By: ~~ (5r tocELJ
TITLE: (SeA) ~ _ tlMlfft5ace_
CITY OF PORT ANGELES
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By: (2;.Aav E3RAU N
TITLE: --14...A y lJ R J
cr:z. TRANSIT SYSTEM
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By: H/I78Ij E, 1Jeiw~
TITLE: tJtrR;: Yo YI.fC 6eJ/JeLJ
CITY OF PORT ANGELES
ATTEST:
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BECKY J. U N, 'ty Clerk
WILLIAM E. BLOOR, City Attorney
SECOND AMENDMENT INTERLOCAL AGREEMENT - 2
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FIRST AMENDMENT
TO GATEWAY PROJECT
INTERLOCAL AGREEMENT
This Amendment is entered into thi~/ S'day of ffi(6lsr , 2006 by and between
the CITY OF PORT ANGELES ("CITY") and CLALLAM TRANSIT SYSTEM ("CTS").
For and in consideration of the mutual benefits to be derived herefrom, the Parties recite,
covenant, and agree as follows:
1. The parties entered into an Interlocal Agreement for joint construction of the Port
Angeles International Gateway on September 7, 2005. That Interlocal Agreement IS
incorporated by this reference and may hereafter be referred to as "the Agreement."
2. This Amendment to the Agreement is intended to clarify and update details of
.construction and finance planning for the Gateway Project.
3. Paragraph 1.2.2 of the Agreement is amended to read as follows:
For the term of the Agreement, the Property shall be developed as and used
for a multi-modal transportation center. The project shall be developed in
accordance with those bid-ready plans and specifications dated May 20, 2005
currently being completed and to be approved and accepted by the Parties on
or before August 27, 2006, which plans and specifications are incorporated
herein by this reference.
4. Paragraph 4.4.1 of the Agreement is amended to read as follows:
Within FIFTEEN (15) days after the date this .^..greement is fully executed, CTS
shall prepare a Project Capital Budget, including contingency. Upon revie'.v
and approval by the City Project Manager, suchAn updated and
reviseddetailed Project Capital Budget and Finance Plan, shown as Exhibit B
attached to this Amendment, is hereby adopted shall be incorporated into this
Agreement as an amended EXIIIDIT B and incorporated into the Agreement. It
replaces the prior Proiect Capital Budget and the prior, separate Proiect
Finance Plan. In the future, the Parties may adopt additional changes to the
Proiect Capital Budget and Finance Plan without adopting a formal
amendment to the Agreement. The Parties may make future changes to the
Proiect Capital Budget and Finance Plan by mutually executing a revised
Exhibit B and attaching it to the Agreement.
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5. Paragraph 4.5.1 ofthe Agreement and reference to an exhibit are deleted.
6. Paragraph 4.5.3 of the Agreement is amended to read as follows:
Except to the extent modified by the Parties, as they deem necessary from
time to time, the Project Capital Finance Plan, including any revisions to the
Project Capital Finance Plan hereafter approved by the Parties, shall be the
basis for financial planning for the Project. The Project Capital Finance Plan
and all revisions thereto shall show adequate cash flmvfunding to meet the
planned expenditures for the Project.
7. A new paragraph is hereby added to the Agreement to read as follows:
4.7 City Interim Construction Financing. The Parties intend that the Proiect
shall be financed entirely by a combination of state and federal grants, without
the need for additional contribution from either Party. Nevertheless, the
Parties recognize the unpredictability of bids on public works proiects.
Therefore, the City, in its sole and absolute discretion, may agree to provide
additional construction funding, if needed. If the City does provide such
funding, the Parties recognize and agree that such funding constitutes interim
construction financing to be reimbursed as a proiect cost. CTS agrees to
promptly reimburse the City for such construction financing upon receipt by
CTS of FT A grant funds that are available for that purpose.
8. Paragraph 5.3.1 of the Agreement is amended to read as follows:
In the event thelf bids are received and a contract awarded, and in the event
thereafter that actual construction costs exceed the projected Project Costs as
anticipated by the Project Capital Budget and Finance Plan, to the extent
permitted by law, the Parties agree to pay as follows for such excess
construction costs:
9. As amended, the Agreement is ratified and confirmed.
IN WITNESS WHEREOF, the parties have executed this Interlocal Agreement III
duplicate by the subjoined signatures of their duly authorized officials.
CLALLAM TRANSIT SYSTEM
CITY OF PORT ANGELES
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CLALLAM TRANSIT SYSTEM (CONT)
CITY OF PORT ANGELES (CONT)
Attest:
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William E. Bloor, City Attorney
G \Legal_Backup\AGREEMENTS&CONTRACTS\2006 Agmts&Contracts\Gateway First Amend to InterlocalAgreement 070706 rtf
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Gateway Total Cost Summary (Supplemental FT A Funding) .
Sources of Funding
Component Description Estimated Costs FTA Secured FTA TIB & Other City
(Includes $IM Earmark) Supplemental Grants Secured Funding
($7,191,493) ($2,800000) ($1,642,322) Required
Traffic Signals, Completed Work $418,000 $0 $0 $218,000 $200,000
Signage (Current Estimate) $200,000 $0 $0 $0 $200,000
Gateway
TIB Eligible Improvements $1,177,000 $0 $0 $1,094,000 $83,000
FT A Eligible Improvements $3,890,000 $2,860,000 $1,030,000 $0 $0
rr West Parking Garage (Design/Build) $2,300,000 $2,300,000 $0 $0 $0
;i City Funded Pavilion & Clock Tower $500,000 $0 $175,000 $0 $325,000
E5 Property Purchases (Orig $)
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~~ City ($1,515,000) $2,190,000 $0 $965,600 $0 $1,224,400
"JI Elliot ($56,600) $150,000 $56,600 $93,400 $0 $0
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Voang 1 & 2 ($183,000) $280,000 $183,000 $97,000 $0 $0
Heckman ($291,000) $420,000 $291,000 $129,000 $0
0 $0
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Consulting (ArchlEngr, Attny, R/W) to date $1,500,000 $1,200,000 $0 $230,000 $70,000
Consulting to complete design $310,000 $100,000 $210,000 $0 $0
Construction Management $500,000 $200,000 $100,000 $100,000 $100,000
Total Estimated Costs $13,835,000 $7,190,600 $2,800,000 $1,642,000 $2,202,400
N.\PROJECTS\97-20 Gateway\Esttmates\7-24-06 Total Estimate With Supplemental FTA$.wpd
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FILED AT THE REQUEST OF:
City Clerk's Office
City of Port Angeles
P. O. Box 1150
Port Angeles, W A 98362
DOCUMENT TITLE:
2005 1165155
Clallam
County
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2005 SEP 16 AN 10: 18
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Gateway Project Interlocal Agreement of
September 7,2005 - City of Port Angeles
and Clallam Transit System
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GATEWAY PROJECT
INTERLOCAL AGREEMENT
This Interlocal Agreement ("AGREEMENT") is entered into by and between the City of Port
Angeles, a non-charter code city of the State of Washington ("CITY") and Clallam Transit System, a
municipal corporation organized under the laws of the State of Washington ("CTS") Gointly referred to
herein as "THE PARTIES").
AGREEMENT
ARTICLE I.
1.1 REPRESENTATIONS
1.1.1 CTS and the CITY are jointly constructing a project described as the Port Angeles
International Gateway ("THE PROJECT"). The parties entered into an Interlocal Agreement on August 17,
1998, which was amended on September 2, 2003, providing for design of the project.
1.1.2 CTS and the CITY are relying on grants for funding the construction of the Project.
1.1.3 Although CTS applied for grants, CTS and the CITY intend to be equal co-
participants in the Project, and CITY agrees to be bound by the grant obligations.
1.1.4 CTS and the CITY desire to define the l'arameters by which the Project will be
administered, constructed, and managed.
1.1.5 This Agreement is entered into pursuant to the statutory authority of CTS and the
CITY, and also pursuant to Ch. 39. 34 RCW, the Interlocal Cooperation Act.
1.2 AGREEMENTS
real property:
1.2.1 Property. The Project will be constructed and operated on the following described
See Attached EXHIBIT A.
, 1.2.2 For the term of the Agreement, the Property shall be developed as and used for a
multi-modal transportation center. '[ he project shall be developed in accordance with those bid-ready
plans and specifications dated May 20, 2005, which are incorporated herein by this reference.
1.2.3 Property and Improvement Ownership:
1.2.3.1
To the extent permitted by law, CTS will acquire and will own all or the
Interlocal agreement for Gateway PI Olect - Clly or P011 Angl:les and Clallam TranSIt System
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property.
1.2.4 Operation of Improvements:
(a) The CITY shall manage all portions of the PROPERTY and the
improvements thereon, except the improvements dedicated to bus lanes, pedestrian access to the bus lanes,
and the bus shelters constructed in these areas (the "CTS IMPROVEMENTS").
(b) The CITY shall sub-lease to CTS, for a term not less than the term of the
PROJECT, and for no consideration except as stated herein, facilities in the building constructed on a part
of the PROPERTY, for a transit break-room and bathrooms. At the conclusion of the term of the project,
CITY shall, at the request of CTS continue to lease such property for further reasonable terms, which shall
be consistent with continuation of the existence of the transit improvements on the property.
(c) The CITY may, in its discretion, sub-let any of the remaining portions of the
building, provided only that it shall have the legal authority to do so.
(d) The CITY shall provide out of the parking spaces constructed as part of the
PROJECT, not less than THREE (3) spaces, which shall be dedicated for CTS' exclusive use, during the
term of the PROJECT. CITY shall consider any reasonable request from CTS for additional dedicated
parking spaces, or for extension of the right to use these spaces, for the life of the transit Improvements,
which request shall not be unreasonably denied.
1.2.5 Maintenance of the Project:
(a) CTS shall maintain the CTS Improvements. CITY agrees to contract with
CTS for street maintenance functions for the CTS Improvements, at the CITY'S cost; provided, that CITY
shall provide snow removal services for the CTS Improvements, at no cost to CTS.
(b) CTS shall provide janitorial services for the portions of the building devoted
exclusively to its use. If requested by CTS, CITY agrees to consider contracting with CTS for such
janitorial functions.
(c) CITY shall maintain all other improvements, and shall be responsible, either
directly or by contract, for maintenance of any sub-leased portions of the PROPERTY.
(d) CITY shall be responsible for any landscaping on the PROPERTY.
1.2.6 Rent: Neither party shall owe rent to the other.
1.2.7 Term: The term of the Interlocal Agreement shall be the minimum period the
property must be dedicated to transportation purposes as dictated by Federal Transit Administration Rules,
which is currently contemplated to be a minimum of TWENTY-FIVE (25) years.
1.2.8 Ownerships after Termination: After termination of the Agreement, fee simple
ownership of the property on which the CTS Improvements are located shall be in CTS; fee simple
Interlocal agreement for Gateway ProJect - City of Port Angeles and Clallam TranSit System
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ownership of all other property shall be in the CITY.
1.2.9 Revenues: Any revenues received by the PROPERTIES shall belong to CTS, if
derived from the CTS Improvements, and to the CITY, if derived from the other improvements.
1.2.10 Utilities:
(a) To the extent separately metered, CTS shall pay utilities for the CTS
improvements and for utilities to areas of the building leased exclusively to CTS.
(b) All other utility charges shall be the responsibility of the CITY.
(c) Fees for storm drainage shall be pro-rated between the CITY and CTS, based
upon square footage of property covered by their respective improvements.
1.2.11 Insurance:
(a) CTS shall provide property insurance for the CTS Improvements, and the
CITY shall provide such insurance for its own improvements.
(b) Each party shall provide liability insurance, or proof of membership in a self-
insurance pool, for its own improvements and activities on those improvements.
1.2.12 Signage and Enforcement:
(a) The parties shall jointly agree upon signage to be installed for the CTS
Improvements. Signage on the other improvements shall be the responsibility of the CITY.
(b) CITY shall provide, to the extent provided by law, enforcement of the usage
of the CTS Improvements exclusively by CTS and CTS patrons.
ARTICLE II. GENERAL
2.1 As Between the CITY and CTS. Except as othenvise provided herein, this Agreement
shall be effective as of the call for bids for construction of the project by CTS, and thereafter shall
supercede the Interlocal Agreement made by the Parties on August 17, 1998, as amended on September 2,
2003, which agreement applied only to pre-construction activities in regard to the Project.
2.2 Overview of CTS's Role. In accordance with the terms and conditions described
hereunder, CTS shall acquire and own the Project, and shall be the contracting entity for construction of
the project. CTS shall seek and be the Grantee for all federal grants.
2.3 Overview of CITY's Role. In accordance with the terms and conditions described
hereunder, the CITY shall manage construction of the project. After construction is complete, the CITY
will lease the entire project except the CTS improvements, and shall manage those leased portions of the
lnterlocal agreement for Gateway ProJect - City of Port Angeles and Clallam TranSIt System
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project.
2.4
agree to:
General Responsibilities and Obligations of Both Parties. Both CTS and the CITY
2.4.1 Use their best efforts to ensure the Project IS constructed and operated III
accordance with the provisions of this Agreement.
2.4.2 Use their best efforts to ensure that the project schedule is met.
2.4.3 Act reasonably and in good faith and to fully cooperate and coordinate with the
other Party in fulfilling their responsibilities with respect to the construction, operation and financing of
the Project.
2.4.4 Comply with all requirements of law that apply to the design, construction and
operation of the Project, including but not limited to FT A regulations, rules and procedures.
ARTICLE III. PROJECT ORGANIZATION AND MANAGEMENT
3.1 Project Managers.
3.2.1 Each Party hereby appoints the person identified below to act as its respective
Project Manager with the authority and responsibility described in this Agreement:
For The CITY:
Notice Address:
City Manager or Designee
321 East Fifth Street
Port Angeles, W A 98362
Telephone (360) 417-4501
Facsimile (360) 417-4509
For CTS:
Notice Address:
General Manager or Designee
830 W. Lauridsen Blvd.
Port Angeles, W A 98363
Telephone (360) 452-1315
Facsimile (360) 452-1316
Either Party may, from time to time, designate in writing another person to act as such Party's
Project Manager and may specify another notice address for its Project Manager.
3.2.2 The Parties acknowledge that each Party has its own internal review and approval
processes and procedures to follow in connection with matters that may arise hereunder. The Project
Managers will conduct their respective activities hereunder in such a manner as to give, to the fullest
extent practicable, reasonable time for each Project Manager to complete the internal review and approval
process and procedure of its principal and will diligently prosecute its internal review and approval
lnterlocal agreement for Gateway ProJect - City of Port Angeles and Clallam TranSIt System
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processes and procedures. However, it is expressly understood and agreed that neither Party shall have
any responsibility for ensuring or confirming that the other Party has followed its internal review process
or procedures.
3.2.3 No approval of either Project Manager shall be effective or be deemed to have been
given unless and until such approval is memorialized in writing.
Party to:
3.2.4 Each Project Manager shall have the authority and responsibility on behalf of its
(a) Oversee and manage the overall actIvItIes undertaken by its principal
pursuant to this Agreement, including but not limited to managing its consultants.
(b) Repre~ent the needs of the Project to their Party's policy-level officials.
(c) Ensure that all internal administrative and policy-level approval procedures
of its principal are diligently prosecuted with respect to actions required to be undertaken by this
Agreement and to represent or transmit, or designate the person to represent or transmit, the conclusion of
such approvals to the other Party.
ARTICLE IV. PROJECT CAPITAL BUDGET AND PROJECT CAPITAL FINANCE PLAN
4.1 Grant Agreement Application. The Parties acknowledge that the Project will be financed
by already awarded federal grants, and agree that CTS shall be the grantee for those grants. The Parties
may, by mutual consent, apply for ,any other federal or State of Washington grant assistance for Project
funding. The Parties agree to cooperate in (i) applying for federal grant dollars to fund the Project and (ii)
providing information on a timely basis as is required for any grant application and/or required to provide
responses to inquiries from FTA or any other proposed grantor.
4.2 Grant Agreement Issues; Coordination. As part of the federal grant process, the Parties
acknowledge that Grant Agreements ("GA") have been executed by CTS with FT A. The CTS Project
Manager will involve the City Project Manager in all substantive discussions with FTA regarding the GA.
Material terms for the GA will not be proposed to FT A or agreed to without prior approval of both the
CITY and CTS Project Managers.
4.3 CTS Responsibilities as Grantee under GA.
4.3.1 CTS will be the lead agency and take all reasonable steps to secure and administer
federal funds for the Project. The CITY shall support such efforts by providing to CTS any and all
information within the knowledge or possession of the CITY on a timely basis, and assist in securing the
necessary federal appropriations throughout the course of the Project.
4.3.2 CTS shall provide all accounting for Project expenditures during the course of the
Project that may be required by FT A or under thi" Agreement.
Interlocal agreement for Gateway Project - CIty of Port Angeles and Clallam Tmnslt System
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4.4 Project Capital Budget.
4.4.1 Within FIFTEEN (15) days after the date this Agreement is fully executed, CTS shall
prepare a Project Capital Budget, including contingency. Upon review and approval by the City Project
Manager, such updated and detailed Project Capital Budget shall be incorporated into this Agreement as
an amended EXHIBIT B.
4.4.2 CTS shall adjust the Project Capital Budget from time to time to reflect the latest
information on Project Costs; provided, however, that CTS shall consult with the CITY, and obtain
necessary approvals for any change that equals or exceeds $25,000.00 to a line item in the Project Capital
Budget.
4.4.3 The Project Capital Budget shall be reviewed with the Project Managers
periodically, but not less than quarterly during construction. Any projected overrun of the total budget (not
line item) shall be resolved by adjustments to the Project agreed to by the Parties.
4.4.4 CITY's Costs Associated with Project Coordination and Review. The Parties
understand and agree that the Project Capital Budget shall include, as part of the administrative costs of
the Project, the costs associated with the CITY's review, approval and coordinatIOn on the Project, that are
deemed eligible costs pursuant to FT A's grant cost accounting standards.
4.5 Project Capital Finance Plan.
4.5.1 Within FIFTEEN (15) days after the date this Agreement is fully executed, the parties
shall agree to a Project Finance Plan. Upon review and approval by the City Project Manager, such
updated and detailed Project Capital Budget shall be incorporated into this Agreement as EXHIBIT C.
4.5.2 The CTS Project Manager shall promptly cause to be prepared an amended Project
Capital Finance Plan whenever a material change is approved or identified for the Project Capital Budget,
Project Schedule or occurs as a result of a change in timing or amount of federal funds or other significant
financing assumption.
4.5.3 Except to the extent modified by the Parties, as they deem necessary from time to
time, the Project Capital Finance Plan, including any revisions to the Project Capital Finance Plan
hereafter approved by the Parties, shall be the basis for financial planning for the Project. The Project
Capital Finance Plan and all revisions thereto shall show adequate cash flow to meet the planned
expenditures for the Project.
4.6 CITY Local Match. The CITY will provide any local match to pay for Project Costs. The
local match provided by the CITY may include in-kind contributions from City employees or contractors,
to the extent permitted by applicable FT A grant rules.
4.6 1 Subject to the conditions precedent set forth in this Section and the terms of this
Interlocal agreement for Gateway Project - City of Port Angeles and ClalIam TranSIt System
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Agreement, the CITY contribution for local match shall be subject to the following conditions precedent:
(a) Agreement between the CITY and CTS on Project Capital Finance Plan, as set
forth in Section 4.5.1 of this Agreement.
(b) Agreement between the CITY and CTS on Project Capital Budget, as set forth
in Section 4.4.1 of this Agreement.
ARTICLE V. ADMINISTRATION OF PROJECT CAPITAL FUNDS BY CTS AND CITY
DURING CONSTRUCTION.
5.1 CTS Administration of Project Capital Funds.
5.1.1 By the 10th day of each month, CTS shall invoice the CITY for the CITY's share of
Local Matching Funds expended during the preceding month. CTS shall include as part of said invoice:
(a) A breakdown of monthly expenditures in such form and at such detail as the
City Project Manager may reasonably request;
(b) A summary, in a form and level of detail agreed to by the Parties, of
progress to date, cumulative expenditures to date and any potential cost overruns or problems potentially
leading to cost overruns that have been identified by the CTS Project Manager;
(c) The cover summary sheets (so called "face sheets" of each invoice it
received from a contractor or third party vendor for which CTS is seeking payment from the CITY;
(d)
City Project Manager.
Such other back-up materials and summaries as reasonably requested by the
5.1.2 In determining the local shares to be invoiced under Section 5.1.1, CTS shall first
seek reimbursement from federal funds to the maximum extent available and permitted by FT A so as to
minimize the amount of CITY funds required by each invoice. The Parties acknowledge that if and to the
extent that federal funds are not available to pay for project expenditures, CTS may invoice CITY shares
of Local Matching Funds up to the maximum amounts committed to the Project hereunder, in accordance
with the principles set forth in Section 4.6.
5.1.3 CTS shall make all financial, billing and accounting records concerning the Project
available to the CITY upon request.
5.1.4 CTS shall prepare all materials and undertake all activities required by FT A for
receipt of federal funds. CTS shall maintain all records and undertake all audits regarding the use of
federal funds, as may be required by FT A.
5.2 The bidding required for the project shall be done by CTS, and the contract for
lnterlocal agreement for Gateway Project - CIty of Port Angeles and Clallam TranSit System
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construction of the project shall be executed by CTS, after consultation with the City Project manager.
5.3 Project Cost Underruns and Overruns.
5.3.1 In the event the construction costs exceed the projected Project Costs as anticipated
by the Project Capital Finance Plan, to the extent permitted by law, the Parties agree to pay as follows for
such excess construction costs:
5.3.1.1 Any excess costs associated with the CTS improvements shall be paid by CTS.
5.3.1.2 Any excess construction costs associated with the remaining improvements shall be
paid for by the CITY.
5.3.2 In the event that the construction costs are less than anticipated by the Project
Capital Finance Plan, the remaining Project Funds shall be applied first to the construction of any
Supplemental Improvements agreed upon by the Project Representatives and with respect to remaining
federal funds, approved by FT A. Local Matching Funds remaining after all Supplemental Improvements
have been funded shall be retained by the contributing Party.
ARTICLE VI. PERMITTING
6.1 Permitting
6.1.1 CTS shall obtain all necessary permits for construction of the Project.
ARTICLE VII. CONSTRUCTION WORK
7.1 CITY's Rights and Obligations for Construction.
7.1.1 Subject to satisfaction or waiver of the Construction Conditions (defined in Section
7.2 below), the CITY shall have the right and obligation to undertake all activities required or desired to
construct, install, acquire and equip the Project in accordance with the 100% drawings and specifications
as approved by the parties, as may be modified through Change Orders as described hereunder, the GA,
and the CITY's usual practices for construction administration.
7.1.2 The CITY shall include CTS's representative(s) in all such construction meetings
and forums with construction contractors and/or other agencies that are necessary or desirable to keep
CTS fully and timely informed of the status of construction and construction issues. Notwithstanding the
foregoing, CTS acknowledges that there may be a need for spontaneous meetings, meetings on
construction details that the City Project Manager reasonably determines would not be of interest to CTS,
and meetings that are critical to be undertaken within a certain time frame that cannot be accommodated
by the schedule of the applicable CTS staff or consultant. The City Project Manager shall promptly
inform the CTS Project Manager of the results of any construction meeting that CTS could not participate
in due to one of the foregoing reasons.
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7.1.3 The CITY shall have the right to direct the Contractor with respect to any
emergency, provided that upon such direction, the CITY shall provide contemporaneous notice to the
CTS's Project Manager relating to such direction.
7.2 Conditions Precedent to Obligation to Construct Project. The following are conditions
precedent to an obligation to commence construction of the Project ("Construction Conditions"):
7.2.1 Authorization from FT A satisfactory to the Parties that expenditure of funds is
eligible for reimbursement by FT A.
7.3 CTS's Rights and Obligations for Construction.
7.3.1 The CTS shall have the right to receive timely information regarding substantive
issues affecting the Project Scope, Project Capital Budget, Project Schedule and/or Project Capital
Finance Plan.
7.4 Change Orders.
7.4.1 "Change Order" means a written document signed by the City Project Manager,
issued to either the Design Professional or the Contractor, which alters the scope of the work to be
performed by either the Design Professional or the Contractor under its respective contract, changes the
schedule for performance of such work, increases or decreases the compensation of either the Design
Professional or Contractor under its respective contract, or makes any other change to the contract with
the Design Professional or the Construction Contract. All such changes shall be made by a Change Order.
7.4.2 The CITY shall provide the CTS's Project Manager with timely and appropriate
information concerning potential and/or proposed Change Orders.
7.4.3 The CITY shall identify, evaluate and make a recommendation for change orders,
which change orders shall be executed by CTS, as the contracting entity. The General Manager of CTS
shall have authority to approve change orders up to $25,000.00, with all other change orders requiring
approval of the CTS board. To the extent that a proposed Change Order does not involve the expenditure
of funds by CTS, CTS shall not unreasonably deny any change order requested by the City Project
Manager.
7.5 Contractor Claims
7.5.1 Contractor Claims Generally.
7.5.1.1 "Contractor Claim" means any claim made by the Contractor for work
performed under the Construction Contract, and may include any request by the Contractor for a Change
Order, when such request is not resolved through the Change Order process.
7.5.1.2 The Parties acknowledge that after the Construction Contract has been
awarded, Contractor Claims may arise with respect to the Project. Upon receipt of any Contractor Claim,
lnterlocal agreement for Gateway ProJect - City (If P0l1 Angeles and Clallam TranSIt System
Page 9
'.
the City Project Manager shall promptly give notice thereofto CTS's Project Manager.
7.5.1.3 The Parties hereby acknowledge and agree that CTS may be named by
the Contractor or a subcontractor as a party to, and thereby be compelled to participate in, any arbitration,
mediation or administrative or court proceeding pertaining to a Contractor Claim.
7.5.2 The City's Project Manager shall have the sole right to:
(a) Determine whether to approve, disapprove or settle all or any portion of the
Contractor Claim, provided that prior to approving or settling a Contractor Claim the CITY's Project
Manager shall obtain CTS' approval of settlement of the Contractor Claim; and
(b) Institute, prosecute or defend any mediation, arbitration or administrative or
court proceeding relating to such Contractor Claim.
7.5.3 Any and all costs of evaluating, contesting, settling or paying any Contractor Claim
(including without limitation the costs of any consultants or attorneys, but not including administrative or
staff costs of any Party) shall be Project Costs. In the event that such claim causes the total of Project
Costs to exceed the Project Budget, the overrun shall he paid in accordance with Section 5.2.
7.6 Final CTS Sign-Off. The CITY shall make a determination that the Project has been
constructed in conformance with this Agreement and notify CTS of its determination.
7.6.1 Within FIFTEEN (15) calendar days of receipt of notice that all punch list items have
been completed, CTS shall undertake the reviews and inspections it deems necessary and notify the CITY,
in writing that (i) construction of the Project is complete in accordance with the terms of this Agreement
or (ii) identify those additional or remedial actions that must be undertaken.
7.6.2 Disputes between the Pmiies regarding the list of items to be included in the punch
lists or their completion, if any, shall be resolved through Dispute Resolution set forth in Section 9.20.
7.6.3 Upon final completion of the project to the satisfaction of the parties, CTS shall
formally accept the project, on behalf of CTS and the CITY.
ARTICLE VIII. REAL PROPERTY ACQUISITION, DISPOSAL
AND CONTINUING CONTROL
8.1 Real Property Acquired for Construction.
8.1.1 CTS shall be the lead agency with respect to acquiring property necessary for the
Project, and shall be responsible for all activities required to acquire property.
8.1.2 All real property interests necessary to construct and operate the Project shall be
acquired by CTS with Project Funds.
Interlocal agreement for Gateway ProJect - CIty of Port Angeles and Clallam TranSit System
Page 10
8.1.3 To the maximum extent permitted by law, CITY hereby grants, authorizes and
delegates to CTS authority to construct, for and on behalf of the CITY, all of the improvements proposed
as part of the Project. In the event that this authority is required for construction of some of the
improvements for the project, then those improvements shall be considered by this agreement to be
constructed by CTS by the CITY.
8.2 CTS Acquisition of City Property. CITY shall convey the CITY owned property (the
"CITY property" which is part of the Project, legally described as follows:
See EXHIBIT D
to CTS on the terms and conditions set forth below:
8.2.1 Agreement to Sell City Property to CTS; Sales Price. CITY agrees to convey a
fee interest in the CITY property to CTS and CTS agrees to purchase said property from the CITY. The
sales price shall be equal to the fair market value of the property, as determined by an updated appraisal
undertaken by CTS in compliance with FT A rules and regulations and acceptable to the CITY. The
Parties recognize and acknowledge that the sale is subject to FT A concurrence and approval, and that
under FT A regulations; the sale price for the Property must reflect the presence of any contamination.
8.2.2 Title Report. CTS shall order, as a Project Cost, an updated title report of the
CITY property, consistent with FT A rules and regulations.
8.2.3 Closing. The conveyance of the CITY property from the CITY to CTS shall be
closed by a title company selected by CTS, and shall close on a date no greater than 30 calendar days after
all conditions precedent to the closing, as set forth in Section 8.2.5, are either met or waived. CITY and
CTS shall each deposit with the Title Company such instruments as are reasonably required to close the
purchase of the CITY Propeliy by CTS in accordance with the terms of this Agreement. Title to the CITY
Property shall be conveyed by CITY to CTS in a form of deed agreed to by the Parties, subject to all non-
delinquent property taxes and assessments.
8.2.4 Closing Costs. CTS shall pay, as a Project Cost, all costs and expense due at closing
for conveyance of the CITY Property.
8.2.5 Conditions Precedent to Sale. As conditions precedent to CITY's obligation to
sell and CTS's obligation to purchase the City Property, the following conditions must be met:
8.2.5.2 Completion of an appraisal or appraisal update, reasonably acceptable to
the CITY, regarding the fair market value of the City Property. The CTS shall cause said appraisal to be
conducted in compliance with FT A rules and regulations.
8.2.5.3 Approval by FT A allowing CTS to purchase the City Property as a
Project Cost. The CTS Project Manager shall undertake all activities necessary to receive such approval
from FT A.
Interlocal agreement for Gateway Project - CIty of Port Angeles and Clallam TransIt System
Page 11
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8.2.6 Sellers' Representations. The CITY makes the following representations, which
representations shall not be merged in the deed transferring the City Property pursuant to this Agreement:
8.2.6.1 That it has no notice of any liens or charges of governmental agencies to
be assessed against the City Property;
8.2.6.2 That it has no notice from any governmental agency of any violation of
law relating to the City Property; and
8.2.6.3
That it has the authority to convey, or will have such authority at the
time of closing.
8.3 Identification of Possible Transit Oriented Development Parcels. During Final Design
and construction, both Project Managers shall work together to identify any possible transit oriented
development parcels, including joint development parcels, which would enhance transit. The Project
Managers will work cooperatively to determine if and how to acquire such additional parcels and, if
necessary, to obtain FT A concurrence on the use of such parcels for transit oriented development
purposes.
ARTICLE IX PROJECT OPERATION REVIEW
9.1 Either upon specific request by one of the parties, or on every FIFTH (5th) anniversary of
the executing of this Interlocal Agreement, each of the parties agrees that their respective managers shall
consider performance of each party of the terms of this Agreement, and any modifications or alterations of
the terms of the Agreement proposed by either party. Each party agrees to act in good faith in
consideration and action upon any such proposed modification or alteration. Any change to this
Agreement agreed upon by the managers shall be subject to the approval of the governing boards of each
of the parties. Disputes between the parties in regard to such modifications or alterations shall be resolved
in accordance with the dispute resolution process attached hereto and incorporated herein by this
reference.
ARTICLE X. GENERAL PROVISIONS
10.1 Relationship of the Parties. Each Party hereto shall be deemed an independent contractor
for purposes of this Agreement. Each Party possess substantial taxing, eminent domain and police powers
so that Parties are not considered part of the same "controlled group" as defined in 26 CFR 91.150-1 (e).
No representative, agent, employee or contractor of one Party shall be deemed to be an employee, agent or
contractor of the other Party for any purpose, except to the extent specifically provided herein. Nothing
herein is intended, nor shall it be construed, to create between the Parties any relationship of principal and
agent, or any similar relationship, and each Party hereby specifically disclaims any such relationship.
Each party represents and warrants that, except for the representations as set forth in Section 9.2 below, it
has not relied upon any acts, omissions, representations or statements of, or information provided by, the
other Party in deciding to enter into and perform its obligations under this Agreement. This Agreement is
Interlocal agreement for Gateway Project - City of Port Angeles and Clallam TranSIt System
Page 12
the result of an arms-length negotiation between the Parties in which each Party has been exclusively
responsible for advancing its own interest, and each Party has had full opportunity to consult with its own
attorneys and advisors, perform its own due diligence, and fully inform itself concerning the risks and
benefits of the transactions contemplated by this Agreement.
10.2 Representations of the Parties. As of the date of execution and delivery of this
Agreement, each of the Parties makes the following representations for the benefit of and reliance by the
other Party: (1) by proper corporate action, it has duly authorized the execution and delivery of this
Agreement and the performance of its respective obligations hereunder; (2) it has full power and authority
to execute and deliver this Agreement and perform its respective obligations hereunder; (3) this
Agreement has been duly executed and delivered by it.
10.3 Liability. Each of the Parties shall indemnify and defend the other and its officers,
employees, agents, and representatives from and against all claims, demands, penalties, and causes of
action of any kind or character relating to or arising from this Agreement (including the cost of defense
thereof, including attorney fees) in favor of any person on account of personal injury, death, damage to
property, or violation of law, which arises out of, or results from, the negligent or other legally culpable
acts or omissions of the indemnitor, its employees, agents, contractors or representatives.
10.4 Inspection of Records. Each of the Parties shall have the right to inspect, at any
reasonable time, such records in the possession, custody or control of the other Party as it deems necessary
for review of the other Party's obligations and its rights under this Agreement. The cost of such inspection
shall be borne by the inspecting Party.
10.5 Successors; No Assignment. The benefits conferred by this Agreement, and the
obligations assumed hereunder, shall inure to the benefit of and bind the successors of the Parties. The
rights and obligations of each Party under this Agreement may not be assigned in whole or in part without
the prior written consent of the other Party.
10.6 Time is of the Essence. Time is of the essence of each and every provision and covenant
of this Agreement.
10.7 Choice of Law; Place of Enforcement. This Agreement shall be governed by and
construed in accordance with the laws of the state of Washington. The venue for any litigation
relating to interpretation or enforcement of this Agreement shall be Clallam County, Washington.
10.8 Amendments. This Agreement (including the exhibits hereto) may only be amended by
means of a writing signed by an authorized representative of each of the Parties hereto. No amendment to
any provision of this Agreement shall be implied from any course of performance, any acquiescence by
any Party, any failure of any Party to object to the other Party's performance or failure to perform, or any
failure or delay by either Party to enforce its rights hereunder.
10.9 Integration. This document constitutes the entire agreement between the parties and
supersedes all prior or contemporaneous written or oral understandings, representations or
communications of every kind. No course of dealing between the parties and no usage of trade will be
Interlocal agreement for Gateway Project - City of Port Angeles and Clallam TI anslt System
Page 13
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relevant to supplement any term used in this Agreement.
10.10 Interpretation of Agreement. This Agreement shall not be construed for or against any
Party by reason of the authorship or alleged authorship of any provision. The paragraph headings
contained in this Agreement are for ease of reference only and shall not be used in constructing or
interpreting this Agreement.
10.11 Severability / Survivability. If any clause, sentence or portion of the terms and conditions
of this Agreement becomes illegal, null or void for any reason, the remaining portions will remain in full
force and effect to the fullest extent permitted by law. All provisions concerning indemnity survive the
termination of this Agreement for any cause.
10.12 Laws and Regulations. The Parties agree to abide by all applicable laws and regulations
in carrying out this Agreement.
10.13 Waivers. No waiver by either Party of may provision of this Agreement shall be of any
force or effect unless in writing. Except as otherwise provided herein, no waiver made by a Party with
respect to the performance, or manner or time thereof, or obligation of the other Party or any condition
inuring to its benefit under this Agreement shall be considered a waiver of any other rights of the Party
making the waiver or a waiver by the other Party not joining in such waiver, and no such waiver shall be
construed to be a continuing waiver.
10.14 Notice.
10.14.1 Any notice or communication under this Agreement shall be deemed
received by the addressee on the earliest to occur of:
(a) The date such notice IS hand-delivered to the notice address of the
addressee; or
(b) If such notice is transmitted by telecopy or facsimile machine to the fax
number of the addressee specified as part of the notice address, then:
(i) If such notice is transmitted during regular business hours, 8:00 a.m.
to 5:00 p.m. Pacific Time, on a mail delivery day, such notice shall be deemed to be delivered on the date
it is so transmitted; and
(ii) If such notice is not transmitted during such regular business hours,
or is transmitted on a date that is not a mail delivery date, such notice shall be deemed delivered on the
next mail delivery day following the date upon which the same was transmitted; or
(c) If sent to the addressee's notice address through the United States Postal
Service, postage prepaid, the third mail delivery day following the date upon which the envelope
containing such notice is postmarked.
10.14.2
The notice address of each Party is set forth below:
Interlocal agreement for Gateway Project - CIty of Port Allgeles and Clallam TranSit System
Page 14
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If to CTS:
With copy to:
If to the CITY:
With a copy to:
General Manager
830 W. Lauridsen Blvd.
Port Angeles, W A 98363
Telephone: (360)
Facsimile: (360)
CTS Attorney
711 E Front Street, Suite A
Port Angeles, W A 98362
Telephone: (360)
Facsimile: (360)
City Manager
321 East Fifth Street
Port Angeles, W A 98362
Telephone: (360) 417-4501
Facsimile: (360) 417-4509
City Attorney
321 East Fifth Street
Port Angeles, W A 98362
Telephone: (360) 417-4530
Facsimile: (360) 417-4529
Any Party may change the foregoing notice address by giving prior written notice thereof to the
other Party at its notice address.
10.15 Headings. Any titles of the sections of this Agreement are inserted for convenience of
reference only and shall be disregarded in construing or interpreting any of its provisions.
10.16 Consents. No consent or approval of a Party hereunder shall be of any force or effect
unless such consent or approval is in writing, signed by a duly authorized officer of the Party giving the
same, except that an approval or consent designated hereunder to be made by a Project Representative or
Project Manager shall be of force and effect if made orally or in writing by the Project Representative or
Project Manager for the approving or consenting Party.
10.17 Non-Exclusive Remedies. Except as otherwise expressly provided herein, the rights and
remedies expressly afforded under the provisions of this Agreement shall not be deemed exclusive, and
shall be in addition to and cumulative with any and all rights and remedies otherwise available at law or in
equity. The exercise by either Party of anyone or more of such remedies shall not preclude the exercise
by it, at the same or different times, of any other remedies for the same default or breach, or for any other
default or breach, by the other Party.
10.18 No Third Party Beneficiaries. The Parties intend that the rights, obligations and
covenants in this Agreement shall be exclusively enforceable by the Parties. There are no third party
Interlocal agreement for Gateway Project - City of Port Angeles and Clallam TranSit System
Page 15
"
beneficiaries to this Agreement, either express or implied.
10.19 Attorneys' Fees. Except as otherwise provided in this Agreement, in the event a suit,
action, mediation or other proceeding of any nature whatsoever, including, without limitation, any
proceeding under the U.S. Bankruptcy Code, is instituted to interpret or enforce any provision of this
Agreement, or with respect to any dispute relating to this Agreement, including, without limitation any
action in which a declaration of rights is sought or an action for rescission, the prevailing party shall be
entitled to recover from the losing party its reasonable attorneys', paralegals', accountants' and other
expert fees and all other fees, costs and expenses actually incurred and reasonably necessary in connection
therewith, as determined by the judge, arbitrator or mediator at trial, arbitration or mediation, as the case
may be, or on any appeal or review, in addition to all other amounts provided by law.
10.20 Dispute Resolution
10.20.1. POLICY. The Parties hope there will be no disputes ansmg from this
Agreement. If a dispute arises, the Parties shall first try to negotiate a fair and prompt resolution through
an internal process. The representatives of the parties will meet to resolve such disputes. If they are
unsuccessful, the dispute shall be resolved by binding arbitration, the Parties acknowledging that they
intend to give up their right to have any dispute arising out of this Agreement decided in court by a judge
or jury. The provisions of the Washington Arbitration Statute, Chapter 7.04 RCW, are incorporated herein
to the extent not inconsistent with the other terms of the Agreement.
10.20.2. INTERNAL DISPUTE RESOLUTION PROCESS. Each Party agrees that if a
dispute arises it will promptly notify the other Party. The Parties shall attempt in good faith to resolve the
dispute by consultation. If the Parties are unable to resolve the dispute within THIRTY (30) days, the
dispute shall be resolved by binding arbitration as set forth in Section 3.
10.20.3 BINDING ARBITRATION. Any controversy or claim between the Parties
arising from or relating to this Agreement shall be resolved by an arbitration to be commenced in the
manner provided in RCW 7.04.060; provided, however, that all statutes of limitations that would
otherwise apply shall apply to disputes submitted to arbitration. This process applies regardless of when
the dispute arises and will remain in effect after termination of this Agreement.
10.20.4 ARBITRATOR. There shall be one arbitrator selected by mutual agreement of the
Parties. If the Parties cannot, within FIFTEEN (15) days after commencement of the Arbitration, agree on
an arbitrator, he/she shall be selected by application to the Superior Court of Clallam County for the court
to appoint the arbitrator. The venue of the arbitration shall be Port Angeles, Washington.
10.20.5 ARBITRABILlTY. Whether a controversy or claim is covered by the
Agreement shall be determined by the arbitrator.
10.20.6 THIRD-PARTY INTERVENTION. If either Party so requests at any time within THIRTY
(30) days of the submission of the dispute to arbitration, the Parties shall try to resolve it by nonbinding
third-party intervention, including mediation, evaluation or both, but without delaying the arbitration
hearing date.
Interlocal agreement for Gateway ProJect - City of Port Angeles and Clallam TranSIt System
Page 16
10.20.7 ARBITRATION PROCEDURES. The arbitration shall be conducted under the
AAA Commercial Arbitration Rules in effect on the date the arbitrator is selected, to the extent consistent
with this EXHIBIT. Any discovery authorized by the arbitrator shall not extend the time limits established
by this section. The arbitrator shall not be bound by the rules of evidence or of civil procedure, but rather
may consider such evidence as reasonable business people would consider in the conduct of their day-to-
day affairs.
The Parties wish to minimize the cost of the dispute resolution process. To that end, the arbitrator
shall have the authority to limit live testimony and cross-examination and may require the Parties to
submit some or all of their case by written declaration, but only to the extent the arbitrator determines that
such procedure can be done without jeopardizing a fair hearing of the dispute.
10.20.8 TIME LIMITS. The arbitrator and the Parties shall do what is reasonably
necessary to conduct the arbitration hearing within FORTY-FIVE (45) days of the date the arbitrator is
selected, and the arbitrator shall make every effort to limit the hearing to TWO (2) days and to render
his/her opinion within FOURTEEN (14) days after the hearing. The Parties have specified these time limits
to expedite the proceeding, but they are not jurisdictional, and the arbitrator may for good cause afford or
permit reasonable extensions or delays, which shall not affect the validity of the award.
10.20.9 CONSTRUCTION OF AGREEMENT. The arbitrator shall have no authority to
add to, subtract from or otherwise change or modify the provisions ofthe Agreement as they may apply to
the specific facts of the issue in dispute.
10.20.10 A WARD. The arbitrator shall render his/her decision in writing. The decision shall
contain a brief statement of the claim( s) determined and the award made on each claim. In making the
decision and award, the arbitrator shall apply applicable law. Absent fraud, collusion or willful
misconduct by the arbitrator, the award shall be final, and judgment may be entered in any court having
jurisdiction.
The arbitrator may award injunctive relief or any other remedy available from a judge, including
the joinder of Parties or consolidation of this arbitration with any other involving common issues of law or
fact or that may promote judicial economy. If a court, applying applicable substantive state law, would be
authorized to award punitive or exemplary damages, the arbitrator(s) shall have the same power, but the
arbitrator(s) otherwise shall not award punitive or exemplary damages.
10.20.11 REPRESENTATION BY COUNSEL. All Parties shall have the right to representation
by legal counsel at any state of the proceedings.
10.20.12 COSTS. Each Party shall bear ONE-HALF (1/2) of the arbitrator's fees and
any other expenses jointly incurred (court reporter, etc.) in the arbitration. All other expenses, including
attorney fees, shall be borne by the Party incurring the expense.
10.21 Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, and such counterparts shall constitute one and the same instrument.
Inter/ocal agreement for Gateway Project - City of Port Angeles and Clallam TranSit System
Page 17
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William E. Bloor, City Attorney
Attest:
.f;,Q tl ~J 1.pta~
Becky J. Up n, C Clerk
CLALLAM TRANSIT SYSTEM (CTS)
By: {;z:-Jt~A- -
Approved as to form:
RevIsIon Date' August 30
,2005
G \Legal_Backup\AGREEMENTS&CONTRACTS\2005 Agmts&Contracts\Defimtlve Grant Agreement.draft FINAL.rtf
"
Interlocal agreement for Gateway Project - CIty of Port Angeles and Clallam TransIt System
Page 18
VOANG
THAT PORTION OF LOT 1 AND LOT 2, BLOCK 1, TIDELANDS EAST OF
LAUREL STREET, CLALLAM COUNTY, WASHINGTON, AS SHOWN ON THE
SUPPLEMENTAL MAP OF PORT ANGELES TIDELANDS FILED IN THE
OFFICE OF THE BOARD OF STATE LAND COMMISSIONERS ON MARCH 8,
1894, DESCRIBED AS FOLLOWS:
THE SOUTHERLY 126.00 FEET OF LOT 1.
EXCEPT THE SOUTHERLY 10.00 FEET THEREOF CONVEYED TO THE CITY
OF PORT ANGELES BY DEED RECORDED NOVEMBER 16, '1940, UNDER
AUDITOR'S FILE No. 192138.
TOGETHER WITH THE SOUTHERLY 126.00 FEET OF LOT 2.
EXCEPT THE WEST 40.00 FEET THEREOF.
ALSO EXCEPT THE SOUTHERLY 10.00 FEET THEREOF.
HECKMAN
THE NORTH 210 FEET OF THE WEST HALF OF LOT 4 AND THE EAST
HALF OF LOT 5 EXCEPT THE NORTH 175 FEET AND THE SOUTH 10
FEET, BLOCK 1, TIDELANDS EAST OF LAUREL STREET, TOWNSITE OF
PORT ANGELES, CLALLAM COUNTY, WASHINGTON.
ELLIOTT
LOT 2 OF SHORT PLAT No. 86-1-1 RECORDED ON MARCH 12, 1986, IN
VOLUME 16 OF SHORT PLATS, PAGE 30, UNDER AUDITOR'S FILE No.
575686, BEING A PORTION OF THE EAST HALF OF LOT 3 IN BLOCK 1 OF
TIDELANDS EAST OF LAUREL, RECORDS OF CLALLAM COUNTY,
WASHINGTON.
EXHIBIT A -1
THE LAND HEFERHED TO HEREIN IS SITlJATED IN TEE C01JNTY OF CLliliLA3Y1/
STATE OF WASHINGTON/ pJJ.D DESCRIBED AS FOLLOWS:
PJl.RCEL p_:
EAST HALF OF LOT 6 AND THE "WEST HP.LF OF LOT 5 llJ BLOCK 1 OF
TIDELaNDS EAST OF LAUREL STREET.
PJi..RCEL B:
THE SOUTH 10 FEET OF THE R~ST HALF OF LOT 51 BLOCK I, TIDEL~DS
EAST OF LAUREL STP-.EET 1 AS SHOWN ON SUPPLEME:t'JTAL MJ<..P OF PORT
ANGELES TIDELJl~DS FILED IN THE OFFICE OF THE COMMISSIONER OF
PUBLIC LJl~SI AT OLYMPIA, WASHINGTON.
PARCEL C:
THE NORTH 175 FEET OF TF~ EAST HF.LF OF LOT 5, BLOCK 11
TIDELJl.NDS EAST OF h~UR.EL STREET 1 AS SHOWN ON SUPPLEMENTAL M./:Ul
OF PORT Jl~GELES TIDELJl~S FILED IN THE OFFICE OF THE
COMMISSIONER OF P1J13LIC LP.1mS 1 AT OLy-:MPIAl WASHINGTON.
EXCEPT THE SOUTH 10 FEET THEREOF CON\7KfED TO TB"E CIT"i OF PORT
Jl~GELES BY INSTRUMENT RECORDED ~DER AUDITOR1S FILE NO. 193311.
PARCEL D:
THE WEST FORTY FEET OF LOT 2, BLOCK 1, TIDELJl~S IN FRONT OF
PORT ANGELES, EAST OF LAUREL STREET.
PARCEL E:
THE WEST HALF OF LOT 3 AND THE EAST HALF OF LOT 4, BLOCK 11
TIDELANDS EAST OF LAUREL STREET.
PARCEL F:
THE SOUTH 80 FEET OF THE WESTERLY HALF OF LOT 4 IN BLOCK 1 OF
TIDELANDS EAST OF LAUREL STREET, AS SHOWN ON SUPPLEMENTAL MA2
OF PORT ANGELES TIDELANDS FILED IN THE OFFICE OF THE
COMMISSIONER OF PUBLIC LANDS, AT OLYMPIA 1 WASHINGTON.
EXCEPT THE SOUTH 10 FEET FOR FRONT STREET.
SITUATE IN CLALLAM COUNTY, STATE OF WASHINGTON.
Exhibit A-2
I~ '\
\ .
GATEWAY PROJECT CAPITAL BUDGET
DESIGN AND PROPERTY ACQUISITION*
*based on 2001 appraisals
CONSTRUCTION (includes garage and chamber/CTS building)
TOTAL:
EXCLUDED ITEMS (from bid documents)
Sales tax, permits/fees, landscaping, legal costs, and off-site
Traffic and signage improvements
ExhibIt B
$3,007,192
$6,426,934
$9,434,126
" I
( .
GATEWAY PROJECT FINANCE PLAN
1. Grants and Earmarks by Federal Transit Administration to CTS:
FY 1997
FY 1998
FY 1999
FY 2003
FY 2005
FY 2006
$ 992,500.00
997,186.00
992,500.00
1,475,518.00
971,779.00
1,600,000.00
TOTAL:
$7,029,483.00
2.
Grant by Transit Improvement Board to City:
$1,500,000.00
3.
Capital Facility Plan Contribution by City:
$ 100,000.00
4. Capitalized Rent from Lease to Chamber of Commerce: $ 400,000.00
5.
Reinvestment of Proceeds of Sale of Property to
proj ect by city:
$1,515.000.00*
TOTAL:
$ 3,515,000.00
TOTAL OF ALL AMOUNTS:
$10.544.483.00
Note 1:
In the event of shortfall or gap, City will use either parking revenue,
parking tax, lodging tax, or general fund revenues to pay for such
shortfall or gap.
* Property Acquisition Cost Based on 2001 Appraisal.
EXHIBIT C
~ ~
., .
THE LAND P~FERRED TO HEREIN IS SITUATED IN THE COUNTY OF CLALLAM,
STATE OF WASHINGTON, F~ DESCRIBED AS FOLLOWS:
PARCEL A:
EAST HALF OF LOT 6 AND THE WEST HALF OF LOT 5 IN BLOCK 1 OF
TIDELANDS EAST OF LAUREL STREET.
P]'\.RCEL B:
THE SOUTH 10 FEET OF THE EAST HALF OF LOT 5, BLOCK 1, TIDELANDS
EAST OF LAUREL STREET, AS SHOWN ON SUPPLEMENTAL MAP OF PORT
ANGELES TIDELANDS FILED IN THE OFFICE OF THE COMMISSIONER OF
PUBLIC LANDS, AT OLYMPIA, WASHINGTON.
PARCEL C:
THE NORTH 175 FEET OF THE EAST HALF OF LOT 5, BLOCK 1,
TIDELANDS EAST OF LAUREL STREET, AS SHOWN ON SUPPLEMENTAL NL~
OF PORT ANGELES TIDELANDS FILED IN THE OFFICE OF THE
COMMISSIONER OF PUBLIC LANDS, AT OL~IA, WASHINGTON.
EXCEPT THE SOUTH 10 FEET THEREOF CONVEYED TO THE CITY OF PORT
ANGELES BY INSTRUMENT RECORDED ~uER AUDITOR'S FILE NO. 193311.
PARCEL D:
THE WEST FORTY FEET OF LOT 2, BLOCK 1, TIDELF~S IN FRONT OF
PORT ANGELES, EAST OF LAUREL STREET.
PARCEL E:
THE WEST HALF OF LOT 3 AND THE EAST HALF OF LOT 4, BLOCK 1,
TIDELANDS EAST OF LAUREL STREET.
PARCEL F:
THE SOUTH 80 FEET OF THE WESTERLY HALF OF LOT 4 IN BLOCK 1 OF
TIDELANDS EAST OF LAUREL STREET, AS SHOWN ON SUPPLEMENTAL MAP
OF PORT ANGELES TIDELANDS FILED IN THE OFFICE OF THE
COMMISSIONER OF PUBLIC LANDS, AT OLYMPIA, WASHINGTON.
EXCEPT THE SOUTH 10 FEET FOR FRONT STREET.
SITUATE IN CLALLAM COUNTY, STATE OF WASHINGTON.
EXJlibit D
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5.7~q;-1f
NGE,LES
WAS H I N G TON, U. S. A.
City Clerk's Office
September 7, 2005
Craig L. Miller
711 E. Front Street, Ste. A
Port Angeles, W A 98362
Re: Interlocal Agreement - Gateway Project
Dear Craig,
Enclosed are two (2) original Interlocal Agreements between the City and Clallam Transit
for the Gateway Project. It is my understanding that you will affix the following exhibits
to the agreement:
Exhibit A (Section 1.2.1)
Exhibit B (Section 4.4.1 - to be incorporated at a later date)
Exhibit C (Section 4.5.1)
Exhibit D (Section 8.2)
Please obtain signatures from the Transit officials and return one fully executed copy to
my' attention. Thank you, and please let me know if I can be of any further assistance.
Sincerely yours,
~~
Becky J. Upton, CMC
City ClerklManagement Assistant
Enclosures
Phtme 360-417-4634 j Fal~L 360-417 -i].609
Websi~e W\fI!VV sltyofpa LIS / EmiElii: cltyclerk@-:AyofpR us
321 East Fifth Street - POBox 1150/ Pert Apf}eies, Wil 98;)\32-G?"17
5. 7-<1tp-.:5..
Miller & Shea, P.S.
A PROFESSIONAL SERVICES CORPORATION
ATTORNEYS AT LAW
Craig L. Miller
Christopher O. Shea
September 14, 2005
fD)~&mnwmfn)
lJl) SEP I 5 2005 ~
CITY OF PORT ANGELES
CITY CLERK
Becky Upton
CITY OF PORT ANGELES
P. O. Box 1150
Port Angeles, W A 98362
RE: GATEWAY PROJECT
Dear Becky:
Enclosed is an executed original of the Gateway Project Interlocal Agreement. Also
enclosed are the following exhibits:
A. Property descriptions for V oang, Heckman, Elliott;
B. Gateway Project Capital Budget;
C. Gateway Project Finance Plan;
D. Property description for the City of Port Angeles.
Very truly yours,
MILLER & SHEA, P.S.
~ ?,A-----
Enclosures
cc: Bill Bloor
711 East Front Street, Suite A . Port Angeles, WA 98362
(360) 457-3349 . (360) 457-3379 Fax
e-mail: attorneys@millershefler.com