HomeMy WebLinkAbout5777 RESOLUTION NO. 5777
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE AN AGREEMENT BETWEEN THE CITY OF
AUBURN AND THE MUCKLESHOOT INDIAN TRIBE FOR
THE CP2313 AUBURN WAY S ROUNDABOUT
ENHANCEMENT PROJECT
WHEREAS, the Chinook Elementary School replacement project involved various
public improvements that were built by the Auburn School District, one of which was a
roundabout on Auburn Way South at the school's entrance, and
WHEREAS, the Auburn School District installed landscaping within the roundabout
that complies with city standards, and
WHEREAS, as part of City project CP2313, Auburn Way South Roundabout
Enhancements (Project), the City will design and construct enhancements to the
roundabout center island, and the City has funds available within the Project budget for
this work, and
WHEREAS, the Tribe and City desire that the center island enhancements will
include artistic elements and features that celebrate the Tribe and City partnership and
their joined communities, and
WHEREAS, the Tribe is willing to select and commission an artist to provide artistic
elements for the roundabout center island, and
WHEREAS, incorporating into the Project the artistic elements provided by the
Tribe will be mutually beneficial to both communities, and
WHEREAS, the Tribe and the City are authorized to enter into this Agreement
under RCW 39.34.030.
Resolution No. 5777
July 17, 2024
Page 1 of 2 Rev.2020
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, RESOLVES as follows:
Section 1. The Mayor is authorized to execute an Agreement between the City
and the Muckleshoot Indian Tribe, which agreement will be in substantial conformity with
the agreement attached as Exhibit A.
Section 2. The Mayor is authorized to implement those administrative
procedures necessary to carry out the directives of this Resolution.
Section 3. This Resolution will take effect and be in full force on passage and
signatures.
Dated and Signed: A O A 3) 202Y
CITY OF AUBURN ry r',_ •
N NC :At. S, MAYOR
ATTEST: APPROVED AS TO FORM:
ff±!r•c3h>-)— --Czk.-ImsksZtl ...e.-4
Shawn Campbell, MMC, City Clerk Paul Byrne, Act ity Attorney
Resolution No. 5777
July 17, 2024
Page 2 of 2 Rev.2020
Docusign Envelope ID:BBC0B474-BAEC-49F3-A87C-548A7EE82D73
Exhibit A
INTERLOCAL AGREEMENT BETWEEN THE MUCKLESHOOT INDIAN TRIBE AND
THE CITY OF AUBURN FOR ENHANCEMENT OF THE AUBURN WAY SOUTH
ROUNDABOUT CENTER ISLAND
This Interlocal Agreement("Agreement")is made and entered between the CITY OF
AUBURN, (the"City")and the MUCKLESHOOT INDIAN TRIBE OF WASHINGTON
("MIT")(collectively,the"Parties"and individually, "Party").
RECITALS
WHEREAS, the public improvements built by the Auburn School District and accepted by the
City for the Chinook Elementary School replacement project include a roundabout on Auburn
Way South at the school entrance, and
WHEREAS,the Auburn School District installed basic landscaping within the roundabout center
island to meet required standards,and
WHEREAS, City project CP2313 Auburn Way South Roundabout Enhancements (Project) is
underway to design and construct enhancements to the roundabout center island,and
WHEREAS,the MIT and City desire the center island enhancements to include artistic elements
and features that celebrate the MIT and City partnerships and joined community, and City has
funds available within the Project budget for to the roundabout center island, and
WHEREAS,the MIT is willing to select and commission an artist to provide artistic elements for
the roundabout center island,and
WHEREAS, the City including and incorporating the artistic elements provided by MIT into the
Project would be mutually beneficial to the City and MIT, and
WHEREAS, the MIT and the City are authorized to enter into this Agreement under RCW
39.34.030.
AGREEMENT
In consideration of the mutual covenants, conditions, and promises,contained in this
Agreement, the parties agree as follows:
1. SCOPE OF SERVICES.
The MIT and the City agree to jointly coordinate,design,fabricate,and install enhancements to the
roundabout center island,including artistic elements,on Auburn Way South at Chinook Elementary
as part of the Project.
Attachment A to MIT and City ILA
SR-164 Trails and Sidewalks
Page 1 of 7
Docusign Envelope ID:BBC06474-BAEC-49F3-A87C-548A7EE82D73
2. ROLES AND RESPONSIBILITIES
The City is responsible for design and construction of the Project.MIT is responsible for
commissioning and selecting artist(s)for the center island enhancement artistic elements. The •
Parties will review, evaluate,and jointly select the artistic elements prior to their design and
fabrication.MIT will contract directly with the artist(s)to design and fabricate the selected
artistic elements.The City will design the center island enhancements,including structural
elements needed to•support the artistic elements. The City will develop plans,specifications, and
estimate for the Project construction.The City will procure the construction contract,evaluate •
quotes/bids,and award the contract.The City will execute and administer the Project
construction contract.MIT will make the artistic elements available to the City's Contractor to
pick-up and install within 7 days request provided by the City or its contractor to MIT.The
City's contractor will pick-up,deliver,and install the artistic elements.Upon completion of
project(See Section 3.2),the City shall be the sole owner of the artistic elements and MIT shall •
have no further ownership interests or maintenance responsibilities.The City will own and
maintain the artistic elements and other Project improvements.The City reserves the right to
remove the artistic elements at any time,if determined by the City Engineer to be in the best
interest of the City.MIT shall retain the master mold for the artistic elements,and may use the
mold for any purpose.After completion of the Project improvements and for the duration of the
time the artistic elements are in place,the City may request that MIT repair and or replace artistic
elements that have been damaged,stolen,or degraded.Should MIT elect to repair or replace
artistic elements, the following conditions apply: 1)Repair or replacement of the artistic
elements shall be provided by MIT at no cost to the City;and 2)Installation of the repaired or
replaced artistic elements by the City shall be at no cost to MIT.
.3 :COST'REIMBURSEMENT AND:FUNDING:
3.1.ProjecvCosts.arid Res S'onsibilities: The City and MIT agree to share the Project costs
equally at 50%eaeh,up to•$150,000 each,for a total Project cost of$300,000.If at any •
time,the total estimated or actual Project costs exceed,or are anticipated to exceed,this
amount,an amendment would be needed to this Agreement to determine if the Project
could continue and appropriate cost sharing terms for the excess amount. The Parties
will track their costs incurred and paid for performing their responsibilities and provide
the following costs to the other Party at key project milestones as follows:
a. MIT cost estimates for artistic elements being considered prior to joint selection by
the Parties.
b. City cost estimate for design of Project.
c. MIT actual cost of artistic element coordination,selection, and fabrication.
d. City cost estimate for completion of Project(including actual design costs and
estimated construction costs)prior to procuring construction contract.
e. City cost estimate for completion of Project after construction contract procurement,
prior to award of construction contract.
Attachment A to MIT and City ILA
SR-164 Trails and Sidewalks
Page 2 of 7
Docusign Envelope ID:BBCOB474-BAEC-49F3-A87C-548A7EE82D73
f. Total City Project costs after construction completion.
3.2. 1nvoi'cing arid•Fiiild:l]ist ibintiori 'For the purposes of this agreement,the Project is
considered complete when the City makes final payment to its construction contractor
and there are no outstanding claims from the Contractor to the City. Within 60 days
after the Project is complete,the Parties shall provide a statement of all eligible Project
costs incurred and paid to each other Party.The City shall reconcile the costs and
determine the total Project cost which is the total of each Parties eligible Project costs
incurred and paid.Within 90 days after Project completion, any of the Party that has
incurred and paid costs in excess of the cost share percentage specified in Section 3.1
shall invoice the Party that incurred and paid costs less than the cost share percentage •
specified in Section 3.1,for which the receiving Party shall make payment within 60
days after receipt of the invoice.
4 INDEMNIFICATION
•
Each Party shall indemnify and hold the other Party, and its agents, employees, and/or officers,
harmless from and shall process and defend at its own expense any and all claims,demands,suits,at
law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind or nature, brought
against the indemnitee arising out of,in connection with,or incident to the indemnitor's actions for
this Project; provided, however, that if such claims are caused by or result from the concurrent
negligence of the indemnitee, its agents, employees, and/or officers, this indemnity provision shall
be valid and enforceable only to the extent of the negligence of the. indemnitor; and provided
further, that nothing shall require either Party to hold harmless or defend the other Party,its agents,
employees and/or officers from any claims arising from the sole negligence of the indemnifying
Party, its agents, employees, and/or officers. No liability shall attach to the Parties by reason of
entering into this Agreement except as expressly provided.
Should a court of competent jurisdiction determine that RCW4.24.1.15 applies to this.
Agreement,then the Parties agree to defend,indemnify and hold each other their officers,
officials,employees and volunteers harmless to the maximum extent permitted thereunder. It is
further specifically and expressly understood that the indemnification provided herein constitutes
the Parties' waiver of immunity under:Industrial Insurance..Tiile.51 RCVfT, solely for the
purposes of this indemnification. This waiver has been mutually negotiated by the parties. The
provisions of this section shall survive the expiration or termination of this Agreement.
5 COMPLIANCE WITH REGULATIONS AND LAWS
The parties shall comply with all applicable rules and regulations pertaining to them in connection
with the matters covered in this Agreement.
6 ASSIGNMENT
Attachment A to MIT and City ILA
SR-164 Trails and Sidewalks
Page 3 of 7
Docusign Envelope ID:BBC0B474-BAEC-49F3-A87C-548A7EE82D73
The parties shall not assign this Agreement or any interest, obligation, or duty therein without the
express written consent of the other party.
7. WAIVER OF SOVEREIGN IMMUNITY.
MIT expressly, unequivocally, and irrevocably agrees to a limited waiver of sovereign immunity.
The waiver is limited: (1)to actions brought by the Parties to this Agreement (City and MIT); (2)
for breach, termination, enforcement of contract provisions, interpretation, validity thereof,
including the determination of the scope or applicability of this Agreement and the performance of
any duties or responsibilities performed under this Agreement; (3.)to the extent allowed by law,for
actual damages, that is, each Party waives the right to consequential or punitive damages; (4) to
determine applicable laws; and, (5) to all actions necessary to enforce judgments entered with
respect to the enforcement of this Agreement if not otherwise prohibited by law.This limited waiver
is available solely to claims by City,its employees,and agents,and not by any other entity,entities,
or any individual or third party, not a Party to this Agreement. Notwithstanding any other
provision in this Agreement, this limited waiver of sovereign immunity is limited to the extent of
MIT's contributions, roles,responsibilities under this Agreement, performance of duties including
the plan, design, and construction of projects listed'on Attachment A whether by MIT, its
employees,agents,to the extent of any applicable insurance coverage.
MIT consents to the jurisdiction of the Washington State Superior Court in the event that either
Party deems it necessary to institute legal action or proceedings to enforce any right or obligation
under this Agreement; the Parties further agree that any such action or proceedings shall be brought
in the superior court situated in King County, Washington, MIT agrees that it will not raise
sovereign immunity as a defense in any judicial action brought by the City to enforce this provision
or any term under this contract with respect to claims within the scope of the limited waiver of
sovereign immunity provided herein.
8 .ATTORNEY'S FEES.
If either party shall be required to bring any action to enforce any provision of this Agreement,or
shall be required to defend any action brought by the other party with respect to this Agreement,
•and in the further event that one party shall substantially prevail in such action,the losing party
shall,in addition to all other payments required therein,pay all of the prevailing patty's
reasonable costs in connection with such action,including such sums as the court or courts may
adjudge reasonable as attorney's fees in trial court and in appellate courts.
9 OWNERSHIP AND USE OF DOCUMENTS:
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations,
working drawings and any other materials created or otherwise prepared by either party as part
of its performance of this Agreement shall be owned by and become the property of that party,
•
Attachment A to MIT and City ILA
SR-164 Trails and Sidewalks
Page 4 of 7
Docusign Envelope ID:BBCOB474-BAEC-49F3-A87C-548A7EE82D73
and may be used by that party for any purpose. MIT shall retain intellectual property rights and
copyright to the artistic elements.
,.10 RECORDS.INSPECT iON AND AUDIT.. •
The MIT shall maintain books,records,documents,correspondence and other evidence
pertaining to the costs and expenses of the City Project(hereinafter referred to collectively as
"the records"),to the extent and in such detail as will properly reflect all costs,direct and
operating,of acquisition of real estate and of labor,materials,equipment,supplies and services
and other costs and expenses of whatever nature for which reimbursement shall be provided by
the City.The books and records required under this Section shall be maintained in accordance
with generally accepted accounting standards. The MIT shall retain the records and make them
available for audit for a period of six (6)years after final payment is made by the City pertaining
to the MIT Project.
11 NOTICES
All notices and payments hereunder maybe delivered or mailed.If mailed,they shall be sent to the
following respective addresses:
To the CITY: City of Auburn
Public Works Director
25 West Main Street
Auburn,WA 98001
253-931-3010
To the MIT: Muckleshoot Indian Tribe
•
39015 172nd Ave. S.E.
Auburn,WA 98092
253-xxx-xxxx
or to such other respective addresses as either party may from time to time designate in writing.All
notices and payments mailed by regular post (including first class) shall be deemed to have been
given on the second business day following the date of mailing, if properly mailed and addressed.
Notices and payments sent by certified or registered mail shall be deemed to have been given on the
day next following the date of mailing,if properly mailed and addressed. For all types of mail, the
postmark affixed by the United States Postal Service shall be conclusive evidence of the date of
mailing.
12 NONDISCRIMINATION
Attachment A to MIT and City ILA
SR-164 Trails and Sidewalks
Page 5 of 7
Docusign Envelope ID:BBCOB474-BAEC-49F3-A87C-548A7EE82D73
The City for itself,its heirs,personal representatives,successors in interest,and assigns, as part
of the consideration hereof,does hereby covenant and agree that it will comply with pertinent
statues,Executive Orders and such rules as are promulgated to assure that no person shall, on the
grounds of race, creed,color, national origin,sexual orientation,sex, age, or the presence of any
sensory,mental or physical handicap be discriminated against or receive discriminatory
treatment.
13 TERMINATION.
Neither the MIT nor City may terminate this agreement without the written concurrence of the
other party.
14 MISCELLANEOUS
14.1.All the covenants,conditions and agreements in this Agreement shall.extend to and
bind the legal successors and assigns of the parties.
14.2. This Agreement shall be deemed to be made and construed in accordance with the laws of
the State of Washington. Jurisdiction and venue for any action arising out of this
Agreement shall be in the county of Washington State in which the property or project is
located, and if not site specific,then in King County,Washington.
14.3.The captions in this Agreement are for convenience only and do not in any way limit or
amplify the provisions of this Agreement.
14.4. The duration of this Agreement shall be for the period of time it reasonably takes for the
performances by the parties as contemplated herein.
14.5. No separate legal entity is created hereby. The identity of the parties hereto is as set forth
hereinabove.
14.6. The performances of the duties of the parties provided hereby shall be done in accordance
with standard operating procedures and customary practices of the parties.
14.7. Unless a joint oversight and administration board is created as provided herein, the
oversight and administration of the Agreement shall be by the respective named
representatives identified in Paragraph 11 hereof,or their designees.
14.8. No provision of this Agreement shall relieve either party of its obligations and or
responsibilities imposed by law.
Attachment A to MIT and City ILA
SR-164 Trails and Sidewalks
Page 6 of 7
Docusign Envelope ID:BBCOB474-BAEC-49F3-A87C-548A7EE82D73
•
•
14.9. If any term or provision of this Agreement or the application thereof to any person or
circumstance shall,to any extent,be held to be invalid or unenforceable by a final decision
of any court having jurisdiction on the matter, the remainder of this Agreement or the
application of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable shall not be affected thereby and shall continue in
full force and effect, unless such court determines that such invalidity or unenforceability
materially interferes with or defeats the purposes hereof, at which time the City shall have •
the right to terminate the Agreement.
14.10. This Agreement constitutes the entire agreement between the parties.There are no terms,
obligations, covenants, or conditions other than those contained herein. No modifications
or amendments of this Agreement shall be valid or effective unless evidenced by an
agreement in.writing signed by both parties.
14.11. 'Counterparts: This Agreement may be executed in multiple counterparts, each of
which shall be one and the same Agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the other
party.
IN WITNESS TO THE TERMS OF THIS AGREEMENT, the parties have executed this
Agreement:
Attachment A to MIT and City ILA
SR-164 Trails and Sidewalks
Page 7 of 7
Docusign Envelope ID:BBCOB474-BAEC-49F3-A87C-548A7EE82D73
MUCKLESHOOT INDIAN TRIBE CITY OF AUBURN
•
—DocuSioned by:
•
[1,st .
\ PCC92ABD 17COd7C... '"
irp_erson Nancy Backus,Mayor
• ..ucicleshoot Tribal Council
Date•
'� �' Date: 8/6/2024 .
APPROVED AS TO FORM:
,—Signed by:
Pau(, f3ywu,
P ua l yrne,Acung City Attorney
8/6/2024
Date:
Attachment A to MIT and City ILA
SR-164 Trails and Sidewalks
Page 8 of 7