HomeMy WebLinkAboutPort of Pasco Rail Project Management - Heritage Rail Project INTERLOCAL COOPERATIVE AGREEMENT JUN 2 8 2012
(Rail Projects Management Agreement) .1 ` `a C*: PA, CO
This Agreement entered into this R / day of 4..(2..., , 2012, by and between the
CITY OF PASCO, Washington, a municipal corporation, ereinafter referred to as "City" and
the PORT OF PASCO, a municipal corporation, hereinafter referred to as "Port", is entered into
as an Interlocal Cooperative Agreement in accordance with RCW 39.34 and the following terms
and conditions:
RECITALS
A. The City and Port together with others have entered into an agreement dated
February 12, 2009 entitled "Maintenance and Use of Rail Line and Latecomer Agreement" (the
"Rail Use Agreement") in order to promote economic development within the jurisdictions of the
City of Pasco and the Port of Pasco.
B. The parties' cooperative efforts in seeking funding for rail projects has resulted in
obtaining funding for the rail line contemplated by the Rail Use Agreement (the "Heritage Rail
Project") and for another project located at the Big Pasco Industrial Center (`EPIC Project").
The Heritage Rail Project and the BPIC Project are referred to jointly as the "Projects", defined
below.
C. Heritage Rail Project: Install approximately 1 mile of new rail at Heritage
Industrial Center in Pasco, Washington. Project extends from the end of the previously installed
rail spur west of Oregon Avenue to Road 40 East. A grade crossing at Road 40 East may also be
constructed,but only if there are sufficient grant funds.
BPIC Project: Complete Phase 5 of the Big Pasco Rail Hub project by installing
approximately 4,000 LF of new rail along the Track 415 corridor, and refurbishing Tracks 411
and 416.
D. The City and the Port have determined that cooperative efforts to undertake the
activities necessary for the construction of the Heritage Rail Project and the BPIC Project would
constitute a substantial benefit to both the City and the Port;NOW, THEREFORE,
AGREEMENT
The City and the Port in order to identify each of their responsibilities in the
accomplishment of this mutual purpose and in consideration of the mutual benefits to be
received, agree as follows:
Section 1. Purpose. The purpose of this Agreement shall be coordinating the
cooperative efforts of the Port and the City to engineer and construct the Projects utilizing grant
funds, and to provide for administration of the Grant (as hereinafter defined), the preliminary
engineering, the plans and specifications, the bidding, the construction management, and the
contracting for the work to complete the Projects. It also delegates rights and responsibilities
relating to construction costs and grant administration.
Section 2. Source of Funding. The Port will be receiving funding from the Washington
State Department of Commerce ("WSDOC") for the completion of the BPIC Project and
Heritage Rail Project. This funding (the "Grant") has been awarded in the Washington State
2012 Capital Budget and this agreement is contingent upon receipt of such funding in the
following amounts:
BPIC Project: $1,400,000.00
Heritage Rail Project: $1,800,000.00
These amounts will be reduced by the WSDOC's administrative fee. The Grant is
offered on a cost reimbursement basis.
Section 3. Duties of the Parties. The City will be the lead agency in regard to the
design and construction of the Projects. The Port authorizes the City to perform all
administrative duties required and contemplated by the Grant relating to engineering and
construction of the Projects, including the preliminary engineering, plans and specifications
preparation, and construction of the Projects. The City shall select engineering services and
contractors in compliance with applicable laws, regulations and ordinances, and this Agreement.
The City shall work in conjunction with the Port in the selection of an engineering firm
and in the preparation of plans and specifications. The engineering firm shall submit payment
requests for engineering and for preparation of plans and specifications to the City on each of the
Projects. The City shall review and submit such requests to the Port for payment. The Port shall
have final review authority and shall pay the engineering firm directly.
The City shall select the contractor for each Project and contract with the contractor for
the completion of the Projects. The contractor on each Project shall submit payment requests
from time to time. The City shall review and submit such requests to the Port for payment.
The City shall submit to the Port for approval all contracts, plans, specifications, and
engineering prior to approval by the City of such contracts, plans, specifications and engineering.
The Port shall be the lead agency in regard to the administration of the grant funds. The
terms of the Grant shall be provided to the City, and the City shall comply with provisions
relating to its responsibilities under this Agreement.
Section 4. Funding and Costs. The funding for the engineering and construction of the
Projects will come from the Grant to the Port. Upon receipt of a pay request from the contractor
or the engineer, said pay request shall be approved by the City on both the Heritage Rail Project
and the BPIC Project. Upon City recommendation for payment, the Port shall pay the contractor
or engineer directly,but maintains the authority for final approval.
Rail Projects Management Agreement,Page 2
Eligible costs for payment by the Port may include City administrative charges for the
Heritage Rail project. The parties shall endeavor to keep costs of the Projects limited to the
amount of the Grant. In the event costs are incurred that exceed the amount of the Grant, or are
ineligible for reimbursement under the Grant, the responsibility for payment of the amounts
unreimbursed by the Grant shall be as follows:
BPIC Project: Port
Heritage Rail Project: Shared equally by the Port and the City
Section 5. Accounting of Project Expenses. Expenses associated with each of the
Projects shall be accounted for separately.
Section 6. Duration. This Agreement shall commence on the date of execution and
shall terminate as hereinafter provided.
Section 7. Administration. Administration of the mutual efforts provided in this
Agreement shall be conducted by the City Manager for the City, and the Port Executive Director
for the Port. No independent administrator or joint board shall be responsible for the
administration of the cooperative activity provided hereunder. All funds received by grant shall
be specifically administered by the Port and no joint or special fund shall be created.
Section 8. Termination. Termination of this Agreement shall be upon completion of
the Projects or written mutual agreement of the parties. The Projects shall be owned by the Port,
and no joint personal or real property is anticipated to be acquired pursuant to the terms of this
Agreement.
Section 9. General Indemnification. The City of Pasco and the Port of Pasco each
agree to defend and indemnify the other and its elected and appointed officials, officers,
employees and agents against all claims, losses, damages, suits, and expenses, including
reasonable attorneys' fees and costs, to the extent they arise out of, or result from, the negligence
of the indemnitor or its elected or appointed officials, officers, employees or agents in the
performance of this Agreement. The indemnitor's duty to defend and indemnify extends to
claims by the elected or appointed officials, officers, employees or agents of the indemnitor. The
indemnitor waives its immunity under Title 51 of the Revised Code of Washington solely for the
purpose of this provision and acknowledges that this waiver was mutually negotiated. This
provision shall survive the termination of this Agreement.
Section 10. Captions. The paragraph and subsection captions used in this Agreement
are for convenience only and shall not control or affect the meaning or construction of any
provision of this Agreement.
Section 11. Entire Agreement. This Agreement contains the entire Agreement and
understanding of the parties with respect to the subject matter hereof, and supersedes all prior
oral or written understandings, agreements,promises or other undertakings between the parties.
Rail Projects Management Agreement,Page 3
Section 12. Governing Law. This Agreement shall be interpreted in accordance with
the laws of the State of Washington in effect on the date of execution of this Agreement. In the
event any party deems it necessary to institute legal action or proceedings to ensure any right or
obligation under this Agreement, the parties agree that such action shall be brought in a court of
competent jurisdiction situated in Franklin County, Washington.
Section 13. No Third Party Rights. Except as expressly provided herein, nothing in
this Agreement shall be construed to permit anyone other than the parties hereto to rely upon the
covenants and agreements herein contained nor to give any such third party a cause of action (as
a third party beneficiary or otherwise) on account of any nonperformance hereunder.
Section 14. Amendment or Waiver. This Agreement may not be modified or amended
except by written instrument approved by resolution or ordinance duly adopted by the City and
the Port. No course of dealing between the parties or any delay in exercising any rights
hereunder shall operate as a waiver of any rights of any party.
IN WITNESS WHEREOF, the parties, duly authorized by appropriate motion,
resoluti r declarati• i •ave signed this Agreement on the date and year first written above.
CITY OF PAS • P•RT OF PASCO
it.A I. 1 !11 .
Gary Crk tc—, Cit ager J. -s E. Toomey, Executiv; II irector
Approved as to Form Approved as to Form
Leland B. Kerr, City Attorney Dan F. a grenn, Port Attorney
Rail Projects Management Agreement,Page 4
STATE OF WASHINGTON)
) ss.
County of Franklin )
On this 27 day of , 2012, before me, the undersigned, a Notary Public
in and for the State of Washin ton, duly commissioned and sworn, personally appeared Gary
Crutchfield to me known to be the City Manager of the City of Pasco, the municipal corporation
that executed the foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said municipal corporation, for the uses and purposes therein
mentioned, and on oath stated that he was authorized to execute the said instrument.
Witness my hand and official seal heret affixed the day and year first above written.
'•'a�: Printed Name: '11)
▪ ;��NDTARY 1*: Notary Public in and for the State of
• * p g1.1�1e Washington, residing at
'•11,41 ��,<`% My commission expires: g I tp
STATE OF WASHINGTON)
) ss.
County of Franklin )
t
On this 3 day of Si , 2012, before me, the undersigned, a Notary Public
in and for the State of Washington,-duly commissioned and sworn, personally appeared James E.
Toomey to me known to be the Executive Director of the Port of Pasco, the municipal
corporation that executed the foregoing instrument, and acknowledged the said instrument to be
the free and voluntary act and deed of said municipal corporation, for the uses and purposes
therein mentioned, and on oath stated that he was authorized to execute the said instrument.
Witness my hand and official seal hereto affixed the day and year first above written.
`01111 I Will '`\ rte-
%° E;`;.KF� o•i Printed Nadel: l� /� k1�er
•#. A,. Notary Public in and f he State of
• O TA R Y N: = Washington,residing at
• PUBLIC ;*Ei My commission expires: Cc}, . 03..1 dID 3
Rail Projects Management Agreement,Page 5