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Home My WebLink About4725 RESOLUTION NO. 4 7 2 5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO NEGOTIATE AND EXECUTE . A PURCHASE AGREEMENT WITH COVINGTON WATER DISTRICT AND KING COUNTY WATER DISTRICT #111 WHEREAS, the Covington Water District and King County Water District #111 (the Distcicts) have surplus infrastructure in the form of a water main on 132"d Ave Southeasf; and ' WHEREAS, the City has a need for an additional water main on 132"d Ave SE as part of a programmed capital project; and WHEREAS, the Districts are willing to sell the water main to the City; and WHEREAS, purchase of the water main will avoid various environmental and traffic impacts and the risk associated with construction of a new main; and WHEREAS, purchase of the water mairi will eliminate the additional burden on finite staff resources #o design and construct a new water main. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor is authorized to negotiate an Agreement with Covington Water District and King County Water District #111, and the Mayor and the City Clerk are authorized to execute such agreement as negotiated within budgetary and sco,ping parameters. Section 2. That the 'Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Resolution No. 4725 June 24, 2011 Page 1 of 2 Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. Dated-and Signed this day of 2011. C OF AU PET R B. LEWIS MAYOR ATTEST: Danielle E. Daskam, City Clerk AP ;FORM: D O PDanie 6. Heid, City Attorney - Resolution No. 4725 June 24, 2011 Page 2 of 2 � _ . V PIPELINE TRANSFER ANDACQUISITION AGREEMENT This Agreement ("AgreemenY') �is by and between the Ciry of Aubum, a Washington municipal corporation ("Gity"), Covington Water District, a Washington municipal corporation ("CWD"); and King County Water District No. 111, a Washington municipal corporation ("WD 111") (CWD and WD'111, collectively fhe '`Districts") (the Districts and City, collectively the "Parties") for the purposes set forth below. RECITALS A. The City owns and operates a system of water supply within its corporate and waterservice area boundaries, and the Districts own and operate systems of water suppiy within their respective corporafe and water service area boundaries. B. The Parties previously entered into agreements providing for the construction of certain facilities to provide for the conveyance and sale by ttie City of wholesale water supply to the Districts. Spec�cally, the Parties entered into an agreement entitled"Interlocal Agreement No. 1" dated November 7, 1995 ("IA1") which provided for the construction of certain facilities to provide for the conveyance of who,lesale water supply by the City to the Districts, the obligations to pay for such facilities, and the allocation of capacity rights among �the Parties to such facilities; pursuant to IA1,a 16-inch watecline, among other facilities, was installed from SE 298th Street to SE 288th Street in 132nd Avenue SE and the Districts own such waterline and . 95% of the capacity of such waterline in 132nd Avenue SE. C. The Parties also entgred into an agreement entitled "Interlocal Agreement No. 2" dated October 2, 1996 ("IA2") which also provided for the construction of certain additionaL facilities to proVide foe the conveyance of wholesale water supply by 4he City to 4he Districts, the obligations to pay for such facilities, and the allocation of capacity " rights :among the Parties to such facilities; and IA1 .was terininated and superseded upon the completion of the construction of the water facilities described in IA2. D. The City has been providing water supply to the Districts in accordance with the terms and conditions of IA2 through the water facilities consVucted pursuant to IA1 and IA2. However, the Gity has proposed to the Districts that the Ciry purchase a. portion of the 16-inch waterline in 132nd Avenue SE owned by the Districts located between SE 299th Street north to the Regional Water Supply System pipeline managed by the City of Tacoma as depicteci on Exhibit A attached hereto and incorporated herein by this reference (the "Pipeline"). E. The Districts have agreed to transfer ownership of the Pipeline and its capaci;y to the City, and the Citq has agreed to accept ownership ofthe Pipeline and its capacity according to the terms and conditions of this Ag�eement. F. After title to the Pipeline is transferred to the City, the City shall have the responsibility to operate, maintain, repair and replace the Pipeline. � 419?50.2�OJ936I �00077/1520II -1- � w AGREEMENT NOW, THEREFORE, in consideration. of the foliowing terms and conditions, the Parties agree as follows: 1. Citv Acauisition of 'Pipeline. The City shall acquire, from the Districts exclusive title to the Pip"eline, along witfi all appurtenances associated with the Pipeline as provided in this Agreement: The Pipeline consists of that portion of the 16-inch wateriine in 132nd Avenue SE between SE 299th Street north to the Regional Water Suppiy System pipeline managed by the City of Tacoma ofapproximately one thousand two hundred thirty (1,230) Iineal feet bonsisting of uVater pipeline, valves, fittings, and appurtenances as depicted on Exhibit A. 2. Transfer of Pioeline and Caaacitv. Distticts shall convey the Ripeline and the Pipeline's capacity to the City as follows: A. . Districts shall transfer the Pipeline and its capacity to the City in consideration of the City's payment in the amount of Two Hundred Fifteen Thousand Two Hundred Fifty Dollars ($215,250.00) together with sales tax at the rate of 9.5% thereon to each District ($20,448.75). B. In consideration of the Districts' transfer of the Pipeline and its capacity to the City, the City shall accept ownership ofthe Pipeline and operate, maintain, repair and replace the Pipeline and fhe City will continue to deliver water through the Pipeline to WD 111 in accordance with IA2 and any other agreements the Parties have or may have. The City shall provide WD 111 with water supply pursuant to IA2 and any other agreements the Parties have or may have. at a point of delivery as depicted on Exhitiit A such that 1ND 111 may continue to provide necessary supply to its customersserved from the Pipeline. 3. Indemnification and Hold-Harmless. The City shall indemnify, defend and hold harmless Districts, ita elected and appointed officers, employees and agents from and against any and all claims, losses, damages, judgments or liability, including attorneys' fees, arising from 'injury or death to persons or damage to property occasioned by any act, omission: or failure of City, its elected and appointed offcers, agents or employees in the performance of this Agreement. This shall include, but is not limited to, any �iabilities resulting from: A. Construction of upgrades to the Pipeline undertaken by the City. B. Leaks or b�eaks in the Pipeline after the execution of this Agreement. ' C. Prior and futu�e actions of City and its agents other than Districts: � �J19?50.21�9361�00077/IS/?011 -2- � 4. Closina. The Parties shall not be obligated to close the City's acquisi4ion of the Pipeline unless and until each Party has performed its covenants and obligations as follows. A. Closing shall occur on or before the �-\ day of � 2011 at the City's offices located at 15 l,.�ax�a:nS�: , Aubum, Washington, or at such other time and place agreeable to the Parties. B. At closing the Districts shall deliver to the City: 1. A Bill of Sale in the form attached hereto as Exhibit B and . incorporated herein by this reference transferring to the City, all of the Districts' right, title and interest in the Pipeline and its capacity and warranting that Districts have exclusive title, to the Pipeline and its full capacity, excepting that portion owned by the City. Other than the above warranties, the Bill of:Sale shall indicate that the sale is an "As Is, Where Is" sale, with no other warranties, express or implied. 2. "As,BuilY' Pipeline documents in the possession of Districts. C. AYclosing, the City shall deliver to the Districts: 1. Funds in the amount of Four Hundred Thirty Thousand Five Hundred Dollars ($430,500.00) in theform of payments of Two Hundred Fifteen Thou§and Two Hundred Fifty Dollars ($215,250.00) to each District, together with sales tax at the rate of 9.5% thereon (totaling $40,897:50 or$20,448.75 to each District). D. When the requireinents of Sections 4(B) and 4(C) herein have been fulfilled, this transaction shall be closed without further instruction from the Parties. E. To the extent that there are any taxes, special assessments or utility service fees relating to the Pipeline or its use that are the legal obligation of one Party but are attribtitatile in partto a time period during which that Party did not have possession of 4he Pipeline, then the Parties will share in the obligation to pay such taxes, assessments or fees on the basis of a proration as of Closing. The City may record the Bill of Sale, assignments and other transfer documents as it desires and shall pay the cost thereof: 5. Transfer of Resoonsibilitv. A. Effective 12:01 a.m. on the day immediately following Closing; the Districts relinquish responsibility for the Pipeline to the City, and the City assumes responsibility for the Pipeline on that date, including the obligation to operate, maintain, repair and replace the Pipeline. -4I9250.21�9361�0007 7/I52011 -3- _ B. Effectiye 12:01 a.m. on the day immediately following Closing, the City shall assume and 6e fully �esponsible for the Pipeline at the City's sole cost and expense. The Pipeline shall 6e operated by City to provide water supply to WD 111 and any other lawful purpose. 6. Severabilitv. The invalidiry or unenforceability of any provisions of this Agreement shall not affect the other proJisions hereof, and tHi§ Agreement shall be construed in all respect as if such invalid or unenforceable provisions were omitted. 7. Amendment. No change, amendment ormodification of any provisions of the Agreement shall be valid unless;:set forth in a written amendment 4o this Agreement signed by the Parties. S. Authorization. By signing this Agreement, each Party certifies that it has the authority to 6ind its respectiVe governing bodies to all of the tertns and conditions of this Agreement. 9. Effective Date. This Agreement shall be effective upon the date of the Iast signature below. City f Au a Washington muni pal 'o _. � By: _� �' Its: , 2 Deted: P 2 Zo � ' Attest: City CI 8,,: ��Q�� . Approv as B ubum C Attomey - . 419?iQ2�049361 �0007 7/I S/201 I =4-' . � . . ... �.- King County Water District No. 111,a Washingfon municipal corporation' BY= -�l�� . Its: -(¢�►¢anc.. /1'1a�sG� - Dated: _ l.lu�u� ��: �ol ( Approved as to form: � By: ._ - ' trict A ney . Covington Water District, a Washington municipal corporation By: ns: �.��. e. � Dated: flvq�, ao/f Approved as to form: : By:_ il..�r � nM.0 � ' District Attomey � - .. � i19250.21�9361 �0007 7/152011 -$-- - � , 11 11 12" � 12" SE 288TH ST — — M FCS � WD No. 111 CWD N.T.S. 1 6° I I LCI � � � - N W � � I > � Q � Z M POINT OF DELIVERY � � TOWDNo. 111 i FCS AUBURN /TACOMA < � M � WD11U FCS i 12" TACOMA M o DUBERRY 12„ _ HILL i ~ TACOMA SSP % i � FCS g LEGEND M � i POINT OF DELIVERY � FCS FLOW CONTROL STATION �2^ TO WD NO. 111 WD No. 111 a FLOW METER I _ SE 299TH ST _ — T - � 16 WATERLINESALE � �� TOAUBURNAPPROX. LEAHILL � �,230LF BPS � � oRO�J�I� '132ND AVENUE 16"TRANSMISSION MAIN � PIPELINE TRANSFER AND AGREEMENT ACQUISITION m Roth Hill, LLG EXHIBIT�A�� W�terD�stri�t a �1130 NE�33rd PIeCe, � IN Ai AWN CnECHED PPPROVED ISTRICi o SWte 200 18—Jul. —ll, . IMM GH ' 3 Bellevue,WA�98004 � Te1.425.869.&148 � �N � "� Fi�E """"E onte naaaovEo � NTS 132nd Tronsmission Main. Sale.dwg � �,' � Exhibit "B" BILL OF SALE WATER PIPELINE Govington Water District, a Washington municipal corporation, and King County Water District No. 111, a Washington municipal corporation (collectivelythe "Districts"), transfer and convey to the City of Aubum, a Washington municipal corporation ("City"), the following described personal property: a 16-inch waterline in 132nd Avenue SE between SE 299th Street north to the Regional Water Supply System pipeline managed by 4he City of Tacoma consisting 'of approximately one thousand two hundred thirty (1,230) lineal feet of water pipeline, valves, fittings, and appurtenances as depicted on Exhibk A attached hereto and incorporated herein by this reference (the,"Pipeline"). This transfer and conveyance is made in consideration of We City's payment of Four Hundred Thirty Thousand Five Hundred Dollars ($430,500,00) in the form of payments of Two Hundred Fif4een Thousand Two Hundred Fifty Dollars ($215,250.00) to each District, together with sales 4ax at the rate of 9.5% thereon (totaling $40,897:50 or $20,448.75 4o each District); and the City's agreement to own and operate the Pipeline as part of the City's wate� supply. Districts`further transfer, convey and assign to the City any and all warranfies related to the Pipeline;Provided, the Districts make no representations or warranties regarding the existence orstatus of any warranties related to the Pipeline. Districts warrants that they: have exclusive title to the Pipeline and its full capacity, excepEing that porfion of the capacity presently owned by the City, and that the Pipeline was accepted :for public use as facilities of the Districts. Other than the foregoing warranties, the transfer and conveyance of the Pipeline by the Districts to fhe City is "As Is", Where Is" with no other warranties, express or implied. � Dated this��pay of uLa� , 201 L King County Water District No. 111 By �i�",�. �' � Its: � (ev.�e�+c. Ma�ae Dated this�day of � t, 2011. Covington Water District By Its: - -- �o v�� l,da�n c��t✓ .� I,y Exhi " " 12" � 12" SE 288TH 3T — M FCS � WD No. 11;1 CWD N.T.S. I 1 6° I I � (V � Uj l0 r ` T Q � Z M POINT OF DELIVERY � � TOWDNo. 111 i FCS AUBURN /TACOMA _ �. M � WD111/ FCS N � 12" TACOMA M = DUBERRY 12„ � HILL � TACOMA SSP i FCS LEGEND M � i POINT OF DELIVERY � FCS FLOW CONTROLSTATION �2�� TO WD No. 111 WD No. 111 _ � FLOW METER I _ SE 2JJTH ST _ — T — < 16 WATERLINE 3ALE � �� TOAUBURN'APPROX. LEAHILL _ � 1,230LF BPS o R��IILL 132ND AVENUE 16"TRANSMISSION MAIN m PIPELINE TRANSFERAND AGREEMENT ACQUISITION Roth Hill, LLC EXHIBIT��A�� W�terDistrict � #111,KIN6 COUNIY 11130 NE 33rtl Place, � P�oTriNC oa� awrv cnecKeo naaRavEO isreicr � � SUI[8200 '{g—�ul —11 IMM � ' GH. — i Bellevue,WA 98004 P�o iNC scn�E � Fi�E NaME onrE naaao�o � o Te1.425.869.9448 NTS 132nd Tronsmission Moin Sale.dwg