Loading...
HomeMy WebLinkAbout000264 Original ContractINTERGOVERNMENTAL AGREEMENT between the City of Port Angeles and the Port of Port Angeles Regarding Port of Port Angeles Composite Manufacturing Campus Project City of Port Angeles Record #000264 THIS AGREEMENT (the "Agreement is entered into pursuant to Chapter 39.34 RCW (the Interlocal Cooperation Act) between the City of Port Angeles (the "City") and the Port of Port Angeles (the "Port"). The City and the Port are municipal corporations under the laws of the state of Washington. RECITALS WHEREAS, RCW 39.34.080 provides that any one or more public agencies may contract with any one or more other public agencies to perform any governmental service, activity, or undertaking which each public agency entering into the contract is authorized by law to perform; and WHEREAS, the Port is developing a Composite Manufacturing Campus (the "Campus on Port-owned property located within the City of Port Angeles; and WHEREAS, development of the Campus will benefit the citizens and taxpayers of the City and the Port by providing new jobs and encouraging economic growth in the community; and WHEREAS, development of the Campus requires new City -owned infrastructure or improvements to existing City -owned infrastructure; and WHEREAS, the Port has undertaken installation of infrastructure and infrastructure improvements to serve the Campus as more fully described in Exhibit A hereto; and WHEREAS, the City wishes to acquire ownership of, and to maintain, the infrastructure and infrastructure improvements as more fully described in Exhibit A hereto; NOW, THEREFORE, in consideration of the mutual benefits derived by entering into this Agreement and for other good and valuable consideration, the Port and City agree as follows: 1. Purpose. The Port has completed the infrastructure and infrastructure improvements described in Exhibit A hereto. The City wishes to acquire ownership of and to maintain the same as City -owned infrastructure or improvements to existing City -owned infrastructure. INTERGOVERNMENTAL CONTRACT- 1 2. Responsibilities. a. Port Responsibilities. The Port warrants that it has completed construction and installation of infrastructure and improvements to infrastructure as described in Exhibit A hereto. The Port warrants that the construction and installation of infrastructure and improvements was completed and performed in according to and conforming with the engineering plans and specification that were approved by the City Engineer. The Port, upon payment in full by the City as more fully set forth in this Agreement, shall dedicate the infrastructure and improvements to infrastructure to the City for public purposes. Upon request of the City, the Port shall assign any claims the Port may otherwise have regarding defects in the construction and/or installation of the infrastructure and improvements to infrastructure. The Port does not warrant the performance or suitability of the items described in Exhibit A hereto for their intended purpose. The Port shall grant to the City such easements as may reasonably be necessary to enable the City to maintain and operate the referenced infrastructure and improvements to infrastructure. b. City Responsibilities. After the infrastructure is dedicated to it, the City shall maintain and repair the infrastructure described in Exhibit A hereto without cost to the Port. The City shall reimburse the Port for the actual costs incurred by the Port in constructing the infrastructure and improvements to infrastructure as described in Exhibit A hereto, in the amount of Three Hundred Fifty -one Thousand One Hundred Eighty -seven dollars and one cent ($351,187.01). The City will reimburse the Port within thirty (30) days after the 1) Port delivers to the City as-built engineering plans and specification that describe the work and 2) final acceptance of the new infrastructure and infrastructure improvements by the City. The City has already designated specific and sufficient funds within its budget for the entire cost of the improvements as set forth in Exhibit A. 3. Term of Agreement. The effective date of this Agreement shall be December 20, 2011. This Agreement shall remain in effect unless the parties mutually agree in writing to its termination. 4. Indemnification by City. The City shall indemnify and hold harmless the Port, its officers, employees and agents, from any and all claims, injuries, damages or causes of action, including reasonable attorney fees and costs, arising out of the use of the improvements, to the extent INTERGOVERNMENTAL CONTRACT- 2 of the City's negligence and except for injuries and damages caused by the sole negligence of the Port. 5. Indemnification by Port. The Port shall indemnify and hold harmless the City, its officers, employees and agents, from any and all claims, injuries, damages or causes of action, including reasonable attorney fees and costs, arising out of the design, installation, or use of the improvements, to the extent of the Port's negligence and except for injuries and damages caused by the sole negligence of the City. 6. Assignment. Neither party to this Agreement may assign its interest in this Agreement without the express consent of the other party, which consent shall not unreasonably be withheld. 7. Binding Effect. All terms and conditions of this Agreement shall inure to the benefit of and shall bind, as the case may be, not only to each of the parties hereto but also to their respective heirs, successors, administrators and assigns. 8. Independent Entities. Nothing contained in this Agreement is intended to, or will be construed in any manner, as creating or establishing the relationship of employer /employee between the parties. The Port, and its contractors and employees, will at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. 9. Listing. Pursuant to RCW 39.34.040, this Agreement shall be listed on the Port's and the City's web sites. 10. Administration. No separate legal entity is created by this Agreement. This Agreement shall be administered by a joint board consisting of one (1) representative of the City and one (1) representative of the Port. The representative of the Port shall be the Executive Director of the Port, and the City's representative shall be the City Manager. 11. Performance waiver. The failure of either party to act with respect to a breach by the party does not waive its right to act with respect to subsequent or similar breaches. The failure of either party to exercise or enforce any right or provision will not constitute a waiver of such right or provision. 12. Entire Agreement. This Agreement constitutes the entire agreement between the City and the Port for the use of funds received under this Agreement, and it supersedes all prior INTERGOVERNMENTAL CONTRACT- 3 communications and proposals, whether electronic, oral or written, between the City and the Port with respect to this Agreement. 13. Dispute Resolution. If a dispute arises out of this Agreement, the parties shall first attempt in good faith to resolve the matter through negotiation. If negotiation is not successful, the parties agree to attempt to settle the matter by mediation. The cost of mediation shall be equally borne by the parties. In any legal action brought to enforce the terms of this Agreement, the substantially prevailing party shall be entitled to award of its reasonable attorney fees and costs. Venue for any such action shall be the Superior Court of the State of Washington in and for the County of Clallam. This provision shall survive termination of this Agreement. 14. No Third Party Benefits. The parties to this Agreement do not intend to confer on any third parties any benefits derived from or arising under this Agreement. No third party may utilize any provision of this Agreement as a third party beneficiary or for any other purpose. 15. Survival. Rights and obligations under this Agreement which by their nature should survive, including, but not limited to any and all payment and indemnification obligations, will remain in effect after termination or expiration hereof. IN WITNESS WHEREOF, the City and Port have executed this Agreement as of the date and year last written below. CITY OF PORT ANGELES PORT OF PORT ANGELES By: Title: I <GGL� Date: )021 1 Attest: Ja�le�sa Hurd, City Clerk Approved as to form: William E. Bloor, City`Attorney INTERGOVERNMENTAL CONTRACT- 4 By: rGJ Y Title: E vC= Do [=croL, Date: 1 3 I Z Exhibit A Composite Campus Manufacturing Campus Project Cost Description Cost Port Expenditures Electrical Transformer Electrical Cost 18th Street Sidewalk Stormwater Improvements Building Permit Fees Sum Port Expenditures City Expenditures Building Permit Fees 40,000.00 ROW Permit 150.00 Sum City Expenditures 40,150.00 Total Project Cost Port and City City Project Commitment Per Letter November 8, 2010 Total Project Cost Future Available Funding 148,662.99 105,955.00 131,528.34 $59,523.88 13,733.06 40,446.73 351,187.01 Eligible Reimbursable to Port 391,337.01 540,000.00 391,337.01