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RESOLUTION NO. 3 7 5 1
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE A DESIGN AND CONSTRUCTION SERVICES
AGREEMENT WITH SAFEWAY INC. RELATING TO PROJECT
NUMBER C326A, 'C' STREET SW IMPROVEMENTS
WHEREAS, on August 5, 2002, the City of Auburn and Safeway Inc. entered into
a Development Agreement which included provisions for the improvement of 'C' Street
SW to be completed by Safeway; and
WHEREAS, on September 12, 2003, the City and Safeway entered into a Facility
Extension Agreement which governs the design and construction of road and utility
improvements within the City's rights-of-way; and
WHEREAS, the City has received an Economic Development grant in the amount
of $2,000,000 for completion of improvements on 'C' Street SW between Ellingson
Road and 15th Street SW; and
WHEREAS, Safeway's planned improvements along 'C' Street SW under the
Development Agreement lie within the planned City project; and
WHEREAS, the Design and Construction Services Agreement allows for the City
to complete the improvements along 'C' Street SW with funding participation from
Safeway in lieu of Safeway completing the improvements which overlap with the City's
planned project.
Resolution No. 3751
July 16, 2004
Page 1
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor is hereby authorized to execute a Design and
Construction Services Agreement with Safeway, Inc., in substantial conformity with the
agreement attached hereto, marked as Exhibit "A" and incorporated herein by this
reference.
Section 2. That the Mayor is authorized to implement such other
administrative procedures as may be necessary to carry out the directives of this
leg islation.
Section 3. That this Resolution shall take effect and be in full force upon
passage and signatures hereon.
Dated and Signed this M day of (lL~ ' 2004
CITY~-G _~
PETER B. LEWIS
MAYOR
ATTEST:
ÅW¿~
Danielle E. Daskam,
City Clerk
Resolution No. 3751
July 16, 2004
Page 2
.¡ ~
DESIGN AND CONSTRUCTION SERVICES AGREEMENT
SAFEWAY, INC.'s "C" STREET SW IMPROVEMENTS
July 22, 2004
THIS AGREEMENT is entered into between the City of Auburn, a Washington
municipal corporation ("City") and Safeway, Inc. ("Safeway") to provide design
and construction services for the completion of improvements on "c" Street SW
adjacent to Safeway's roadway frontage.
On August 5, 2002, the City and Safeway entered into a development agreement
for the Safeway Distribution Facility which included provisions for the
improvement of "c" Street SW to be completed by Safeway, hereinafter referred
to as the "Developer Agreement."
On September 12, 2003, the City and Safeway entered into a Facility Extension
Agreement, FAC03-0011, to govern the design and construction of off-site road
and utility improvements required for Safeway's development of the Safeway
Distribution Facility, hereinafter referred to as the "FAC Agreement."
The City has been awarded an Economic Development Administration Grant in
the amount of $2,000,000 for completion of improvements on "C" Street SW
between Ellingson Road and 15th Street SW. The improvements to be
constructed under that grant are referred to hereinafter as the "City Project."
Safeway's street frontage on "C" Street SW lies within the limits of the City
Project.
The City of Pacific is the lead agency for the design and construction of a road
resurfacing project on Ellingson Road from "C" Street SW to State Route 167,
which abuts the City Project, herein after referred to as the "Pacific Project."
Safeway has entered into an agreement with the Cities of Pacific and Algona.
The City of Pacific will perform some of the work described in Sections 6(d), (e),
(f), and (g) as part of Pacific's project pursuant to that agreement.
King County Department of Natural Resources plans to construct a new sanitary
sewer forcemain within the limits of the City Project, hereinafter referred to as the
"Sewer Project." The department anticipates beginning work in the summer of
2004.
It is the intent of this agreement to relieve Safeway of its obligation to Auburn
related to the street and storm drainage utility improvements located within the
"C" Street SW right-of-way, and in lieu thereof, make a payment to the City that
will be used as matching funds for the grant to complete the City Project,
including Safeway's required improvements within the Right-of-way.
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Exhibit 'A'
Resolution No. 3751
Page 1
...: l
The City shall be the contracting agent for all activities associated with the
design, bidding and construction of the City Project. The City will utilize its staff
resources or professional services as determined by the City to be appropriate
for the implementation of the City Project. Direction to the City's consultant and
contractor shall be through the City. The City shall follow normal contracting
rules, procedures, and standards as commonly accepted by the public works
industry and required by applicable laws.
The City agrees:
1. To relieve Safeway of the construction obligations identified in paragraph
6(a), "'C' Street SW", of the Developer Agreement. Safeway retains the
obligation to voluntarily provide sufficient right-of-way so that the City of
Auburn can construct a second northbound through lane in the future.
The improvements at the "C" Street SW and Ellingson Road intersection
will abut the limits of the Pacific Project so that Safeway will not retain any
responsibility for the required improvements in this intersection.
2. To relieve Safeway of the obligation to sufficiently grade and hydro-seed
the trail area as identified in paragraph 6(b), ""C" Street SW City Trail
Corridor," of the Developer Agreement. All other requirements of
paragraph 6(b) will remain the responsibility of Safeway.
3. To relieve Safeway of the obligation identified in paragraph 6(c), '''C' Street
SW Overlay," of the Developer Agreement.
4. To substantially complete the Improvements identified in paragraphs 1
and 3 above along Safeway's frontage from the limits of Ellingson Road to
100 feet north of the signalized truck access on "C" Street SW, such that
the roadway is operational, no later than April 1, 2005, unless otherwise
agreed to by the parties. The remaining improvements will be completed
in a timely manner following completion of the Sewer Project.
5. To provide access to Safeway's facilities from "C" Street SW during
construction of the City Project to the extent practical without causing
additional costs to the City through delays of its contractor. The City will
cause its contractor to prepare a Traffic Control Plan indicating how the
contractor will maintain adequate site access to Safeway's facilities during
construction of the City Project. City will submit the proposed Traffic
Control Plan to Safeway for comments before the City accepts the
contractor's proposed Traffic Control Plan.
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Exhibit lA'
Resolution No. 3751
Page 2
'i' l'
6. That the 4500 LF of storm drainage utility improvements identified in the
FAC Agreement will be completed by the City as part of the roadway
improvements.
7. That the FAC Agreement is modified by the terms of this agreement.
8. To coordinate the City Project work with both the Pacific Project and the
Sewer Project to provide reasonable truck and employee access to the
Safeway facilities from either "C" Street SW or Ellingson Road and to
promote traffic circulation during construction of the City's Project.
Safeway Agrees:
9. To complete the transfer of property identified in Paragraphs 6(a) and 6(b)
of the Developer Agreement in a timely manner so as not to delay the
beginning of construction of the City's Project.
10. To contribute, upon execution of this agreement by all parties, mitigation
funds in the amount of $1 ,300,000.00 (one million three hundred thousand
dollars) to relieve Safeway of the "C" Street SW obligations owed to the
City. Safeway shall have no further financial obligations to the City for the
improvements the City has agreed to assume as identified in paragraphs
1, 2, 3, and 6 of this agreement.
11. That the FAC Agreement is modified by the terms of this agreement.
12. To provide the City with all studies, reports, design calculations and
design information for the improvements described in this agreement that
Safeway or its agents have to date. Further, Safeway agrees to allow the
City to use such documents and electronic files provided to complete the
City's design of the improvements identified in this agreement.
13. To complete the sanitary sewer and water facility work as identified in the
FAC Agreement prior to the commencement of the City's Project.
14. To require its on-site Contractor(s) to cooperate/coordinate with the City's
Contractor during construction of the City Project.
ADDITIONAL AGREEMENT PROVISIONS
1. Termination. This agreement shall terminate on the date of construction
physical completion.
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Exhibit 'A'
Resolution No. 3751
Page 3
.. J/
2. Governinq Law. This agreement shall be governed and construed in
accordance with the laws of the State of Washington. If any dispute arises
between the parties under any of the provisions of this agreement, resolution
of that dispute shall be available exclusively through the jurisdiction, venue
and rules of the King County Superior Court, King County, Washington.
3. Modification. No waiver, alteration, or modification of any of the provisions of
this agreement shall be binding unless in writing and signed by a duly
authorized representative of each party.
4. Severabilitv. If anyone or more sections, subsections or sentences of this
agreement are held to be unconstitutional or invalid, this agreement shall be
null and void unless the deletion of the unconstitutional or invalid text does
not substantially impair the benefit that each party intends to obtain through
this agreement.
5. Indemnification. Washington State law shall govern the respective liability
between the parties to this Agreement for any loss due to property damage or
injury to persons arising out of the activities conducted pursuant to this
Agreement. To the extent allowed by law, each party shall defend, indemnify
and hold harmless the other party, its elected officials, employees and agents
from and against any and all suits, claims, actions, losses, costs, expenses of
litigation, attorney's fees, penalties, and damages of whatsoever kind or
nature arising out of, in connection with, or incident to any act of omission of
the party, it's employees, agents, and contractors in the exercise of the rights
granted and conveyed to the party by this agreement. This indemnification
obligation shall include, but is not limited to, all claims against the other party
by an employee or former employee of the party or its contractors and, as to
such claims, the party expressly waives, as respects the other party only, all
immunity and limitation of liability under Title 51 RCW.
6. Dispute Resolution. Should a dispute arise between the participants
regarding the technical aspects and/or a decision related to the management
of the project, the project coordinators will attempt to narrow the issue in
dispute for consideration by the City Engineer and respective business owner
representatives. The City Engineer and respective business representatives
will determine if the dispute may be resolved by mediation.
Legal disputes between the parties shall be resolved through the use of
mediation by a mediator mutually acceptable to the participants with each
participant equally agreeing to share the cost of the mediator. Should the
parties not be able to resolve the dispute through mediation, the forum for
resolution shall be King County Superior Court, Regional Justice Center,
located in Kent, Washington. The substantially prevailing party will be entitled
to attorney fees and costs.
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Exhibit lA'
Resolution No. 3751
Page 4
fi' .' r
Agreed thisZ~ day of
\
,
By Peter eWls
Its Mayor
ATTEST
~~!JJtÞ-
arììe1le Daskam
Auburn City Clerk
Approved as to Form:
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Exhibit lA'
Resolution No. 3751
Page 5
() u-s CA.S;. \
,2004.
10, ~..~~
By0 J ~
Assistant Secretary