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Home My WebLink About02-13-17 Council Workshop SPECIAL ACCOMMODATIONS: The City of Arlington strives to provide accessible meetings for people with disabilities. Please contact the ADA coordinator at (360) 403‐3441 or 1‐800‐833‐8388 (TDD only) prior to the meeting date if special accommodations are required. CALL TO ORDER Mayor Barb Tolbert PLEDGE OF ALLEGIANCE ROLL CALL Mayor Barb Tolbert – Deana APPROVAL OF THE AGENDA Mayor Pro Tem Debora Nelson INTRODUCTION OF SPECIAL GUESTS AND PRESENTATIONS WORKSHOP ITEMS – NO FINAL ACTION WILL BE TAKEN 1. Interlocal Agreement with Snohomish Health District (SHD) ATTACHMENT A for Rucker Building Staff Presentation: Steve Peiffle Council Liaison: Mayor Pro Tem Debora Nelson 2. Legion Park Stage Proposal ATTACHMENT B Staff Presentation: Sarah Lopez Council Liaison: Marilyn Oertle 3. Public Art Proposals ATTACHMENT C Staff Presentation: Sarah Lopez Council Liaison: Marilyn Oertle 4. Right of Way Dedication for Shoultes RV Project ATTACHMENT D Staff Presentation: Marc Hayes Council Liaison: Debora Nelson/Jesica Stickles 5. RH2 Engineering Construction Management Lift Station #2 ATTACHMENT E Staff Presentation: Jim Kelly Council Liaison: Sue Weiss 6. Amendment to Snohomish County Road Mitigation Agreement ATTACHMENT F for Transfer Station Staff Presentation: Jim Kelly Council Liaison: Sue Weiss Arlington City Council Workshop Monday, February 13, 2017 at 7:00 pm City Council Chambers – 110 E Third Street SPECIAL ACCOMMODATIONS: The City of Arlington strives to provide accessible meetings for people with disabilities. Please contact the ADA coordinator at (360) 403-3441 or 1-800-833-8388 (TDD only) prior to the meeting date if special accommodations are required. 7. Interlocal Agreement with Tulalip Tribes for Aerial Photography ATTACHMENT G Staff Presentation: Katie Heim Council Liaison: Mayor Pro Tem Debora Nelson 8. Miscellaneous Council Items EXECUTIVE SESSION RECONVENE PUBLIC COMMENT For members of the public who wish to speak to the Council. Please limit your remarks to three minutes. ADJOURNMENT Mayor Barb Tolbert To open all attachments, click here City of Arlington Council Agenda Bill Item: WS #1 Attachment A COUNCIL MEETING DATE: February 13, 2017 SUBJECT: ILA with Snohomish Health District (SHD) for Rucker Building ATTACHMENTS: - Interlocal Agreement between SHD and City of Arlington relinquishing of potential claim of ownership or financial interest in the Rucker Building - Proposed Quit Claim Deed - Proposed Excise Tax Affidavit DEPARTMENT OF ORIGIN Executive EXPENDITURES REQUESTED: BUDGET CATEGORY: LEGAL REVIEW: DESCRIPTION: The Council is asked to authorize the Mayor to sign an interlocal with the Snohomish Health District and related real estate documents to relinquish any interest in the Health District’s building at 3020 Rucker Avenue, Everett. HISTORY: The Snohomish Health District (SHD) purchased the property at 3020 Rucker Avenue in 1990 pursuant to an interlocal which financed the purchase in part with contribution from Snohomish County cities. The Health District completed the purchase of the property by making all of the payments; title to the property has been solely in the name of the Health District. The Health District wants to sell the building and move to a smaller facility. ALTERNATIVES 1. Approve the ILA and authorize the Mayor to sign the documents. 2. Deny the SHD request at this time. RECOMMENDED MOTION: Workshop; discussion only. ILA SHD_RUCKER BUILDING 1 of 7 Revised Draft 2-2-17 INTERLOCAL AGREEMENT BETWEEN THE SNOHOMISH HEALTH DISTRICT AND CITY OF ARLINGTON RELINQUISHING OF POTENTIAL CLAIM OF OWNERSHIP OR FINANCIAL INTEREST IN THE RUCKER BUILDING This Interlocal Agreement is entered into pursuant to Chapter 39.34 RCW by and between the SNOHOMISH HEALTH DISTRICT, a Washington Municipal Corporation (the Health District) and CITY OF ARLINGTON, a municipal corporation of the State of Washington (the City) – collectively (the Parties), for the purpose of relinquishing any potential claim of ownership or financial interest in the Rucker Building located at 3020 Rucker Ave., Everett, Washington. RECITALS WHEREAS, This Agreement is made pursuant to the Interlocal Cooperation Act, Chapter 39.34 RCW; and WHEREAS, the Snohomish Health District was originally established by resolution of Snohomish County Board of County Commissioners on November 24, 1958, with an effective date of January 1, 1959; and WHEREAS, the Snohomish Health District is an independent municipal corporation, incorporated under the provisions of Chapter 70.46RCW with Snohomish County, and cities and towns within Snohomish County as members of the Snohomish Health District; and WHEREAS, the Snohomish Health District, under provisions of RCW 70.46.100, has the power and authority to purchase, own, lease, and maintain real property and property rights necessary for the conduct of its affairs; and WHEREAS, the County, along with the cities and towns, entered into an interlocal agreement executed on September 27, 1990 (the “1990 ILA”), to provide for the acquisition of a facility for the Snohomish Health District known as the “Rucker Building”; and WHEREAS, the 1990 ILA provided for the financing of the purchase of the facility at 3020 Rucker Avenue in Everett, based on an equitable formula basis totaling $5,150,000; and WHEREAS, in 1995 the Snohomish Health District paid off the loan to acquire the building in full, thereby satisfying the terms of the 1990 ILA; and WHEREAS, the deed and title to the Rucker Building are vested in the Snohomish Health District, and the Snohomish Health District has assumed all financial responsibility for utilities, ongoing operations and maintenance, and capital improvements; and WHEREAS, the Snohomish Health District is interested in moving into a smaller building, either purchased or leased, with remaining dollars to be invested into a new capital fund; and WHEREAS, the Snohomish Health District Board of Health unanimously approved Resolution 17- 03 on January 10, 2017, signifying its intent to surplus and sell the Rucker Building, and encouraged the cities, towns, and Snohomish County to relinquish any potential ownership and financial interest; and WHEREAS, public health is a shared responsibility, and an effective public health response to the threats to public health in Snohomish County which requires regional cooperation, participation and support from cities, towns and the County; ILA SHD_RUCKER BUILDING 2 of 7 Revised Draft 2-2-17 WHEREAS, cities, towns and the County have authority to make contributions toward the support of public health and such contributions benefit the public health and welfare of the citizens of such cities, towns and the County; NOW, THEREFORE, in consideration of the agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Health District agree as follows: 1. Purpose. A. The recitals set forth above are incorporated herein by this reference. B. The purpose of this Agreement is to relinquish any potential ownership and financial interest in 3020 Rucker Avenue in Everett, Washington. 2. Term. The term of this Agreement shall commence and be effective upon full execution and filing or recording pursuant to paragraph 15 below and shall continue indefinitely. 3. Responsibilities of the City and the Snohomish Health District. A. Responsibilities of the City. Within ten (10) calendar days of full execution of this agreement, the City agrees to execute a Quit Claim Deed in the form attached as Exhibit A conveying any and all interest, if any, the City may have in the real property known as the Rucker Building. The legal description of the subject property is encompassed within the Quit Claim Deed in Exhibit A. The executed Quit Claim Deed shall be sent to the Snohomish Health District for recording. B. Responsibilities of the Snohomish Health District. The Snohomish Health District agrees to use all net proceeds from the sale of Rucker Building to move into a smaller building, purchased or leased, with remaining proceeds to be placed into a new capital fund to be dedicated by the Snohomish Health District for operation and maintenance of said new building and associated property. If purchased, title to such new property shall be vested in Snohomish Health District. 4. Public Benefit. The City has had the opportunity to conduct due diligence concerning its potential ownership and financial interest it may have, if any, to the Rucker Building and agrees to waive, relinquish and convey the same. The City and the Snohomish Health District agree that if the City does have a financial or ownership interest in the Rucker Building, that such interest is of approximately equal or lesser value than the public health services provided by the Snohomish Health District to the City and its citizens. 5. Legal Requirements. Both parties shall comply with all applicable federal, state and local laws in performing this Agreement. 6. Public Disclosure Laws. The City and the Snohomish Health District each acknowledge, agree and understand that the other party is a public agency subject to certain disclosure laws, including, but not limited to Washington’s Public Records Act, chapter 42.56 RCW. Each party understands that records related to this Agreement and the District’s performance of services under this Agreement may be subject to disclosure pursuant to the Public Records Act or other similar law. ILA SHD_RUCKER BUILDING 3 of 7 Revised Draft 2-2-17 7. Insurance. Each party shall maintain its own insurance and/or self -insurance for its liabilities from damage to property and/or injuries to persons arising out of its activities associated with this Agreement as it deems reasonably appropriate and prudent. The maintenance of, or lack thereof of insurance and/or self-insurance shall not limit the liability of the indemnifying part to the indemnified party(s). Each party shall provide the other with a certificate of insurance or letter of self -insurance as the case may be upon request. 8. Indemnification. The Snohomish Health District shall protect, save harmless, indemnify and defend the City its elected officials, officers, employees and agents, from and against any loss or claim for damages of any nature whatsoever, including claims by third parties or Snohomish Health District employees against which it would otherwise be immune under Title 51 RCW or other law, arising out of any act or omission of the Snohomish Health District in performance of this Agreement, its elected or appointed officials, officers, employees or agents, except to the extent the loss or claim is attributable to the negligence or willful misconduct of the City, its elected officials, officers, employees or agents. The City shall protect, save harmless, indemnify and defend the Snohomish Health District, its elected and appointed officials, officers, employees and agents from and against any loss or claim for damages of any nature whatsoever, including claims by third parties or City employees against which it would otherwise be immune under Title 51 RCW or other law, arising out of any act or omission of the City in performance of this Agreement, its elected or appointed officials, officers, employees or agents, except to the extent the loss or claim is attributable to the negligence or willful misconduct of the County, its elected or appointed officials, officers, employees or agents. 9. Notices. Any notice to be given to the Snohomish Health District under this Agreement shall be either mailed or personally delivered to: Snohomish Health District 3020 Rucker Avenue, Ste 306 Everett, WA 98201 Any notice to the City shall be mailed or hand delivered to: City of Arlington City Clerk 238 N. Olympic Avenue Arlington, WA 98223 Receipt of any notice shall be deemed effective three (3) days after deposit of written notice in the U.S. mail with proper postage and address. 10. Venue. The laws of the State of Washington shall apply to the construction and enforcement of this Agreement. Any action at law, suit in equity, or judicial proceedings for the enforcement of this agreement or any provision hereto shall be in the Superior Court of Snohomish County, Everett, Washington. 11. Disputes. The parties agree that, following reasonable attempts at negotiation and compromise, any unresolved dispute arising under this Agreement may be resolved by a mutually agreed-upon alternative dispute resolution of arbitration or mediation. ILA SHD_RUCKER BUILDING 4 of 7 Revised Draft 2-2-17 12. No third party beneficiaries; no joint venture. This Agreement is for the sole benefit of the City and Snohomish Health District and shall not confer third-party beneficiary status on an y non-party to this Agreement. Nothing contained in this Agreement shall be construed as creating any type or manner of partnership, joint venture or other joint enterprise between the parties. County employees who provide services under this Agreement shall at all times be acting in their official capacities as employees of Snohomish County. 13. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes any and all prior oral or written agreements between the parties regarding the subject matter contained herein. This Agreement may not be modified or amended in any manner except by written agreement executed by both parties. Both parties recognize that time is of the essence in the performance and the provisions of this Agreement. 14. Severability. A. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal or invalid, in whole or in part, the validity of the remaining provisions shall not be affected, and the parties’ rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. B. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 15. Filing. As provided by RCW 39.34.040, this Agreement shall be filed with the Snohomish County Auditor, or, alternatively, posted on the website of each party. 16. Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same agreement. 16. Effective Date. _________, 2017 City of Arlington Snohomish Health District Barbara Tolbert, Mayor Peter M. Mayer, Deputy Director ATTEST: ATTEST: Kristin Banfield, City Clerk Approved as to Form: Approved as to Form: Steven J. Peiffle, City Attorney __________, Health District Attorney ILA SHD_RUCKER BUILDING 5 of 7 Revised Draft 2-2-17 EXHIBIT A After Recording Return to: Snohomish Health District 3020 Rucker Avenue, Suite 306 Everett, WA 98201 QUIT CLAIM DEED Grantor: CITY OF ___________________ Grantee: SNOHOMISH HEALTH DISTRICT Legal: Lots 8-10 & 22-29, Block 720, Plat of Everett, Div H, V. 4, p. 50 and Lots 5-7, Block 719, Plat of Everett, V. 3, P. 32, Snohomish Cty, WAAdd'l on p. 1-2 Tax ID#: 004375-720-008-00, 004375-720-009-00, 004375-720-022-00 004375-720-028-00 and 004391-719-005-00 THE GRANTOR, CITY OF ___________________, a municipal corporation of the State of Washington, for and in consideration of clearing title of any interest Grantor may have, conveys and quit claims to SNOHOMISH HEALTH DISTRICT, a municipal corporation of the State of Washington, the following-described real estate, situated in the County of Snohomish, State of Washington, including any interest therein which Grantor may hereafter acquire: ILA SHD_RUCKER BUILDING 6 of 7 Revised Draft 2-2-17 PARCEL A: Lots 8, 9, 10, 22, 23, 24, 25, 26, 27, 28 and 29, Block 720, Plat of Everett, Division “H,” as per plat recorded in Volume 4 of Plats, page 50, records of the Auditor of the County of Snohomish, State of Washington. Situate in the City of Everett, County of Snohomish, State of Washington. PARCEL B: Lots 5, 6 and 7, Block 719, Plat of Everett, as per plat recorded in Volume 3 of Plats, page 32, records of the Auditor of the County of Snohomish, State of Washington. Situate in the City of Everett, County of Snohomish, State of Washington. DATED this ________ day of ________________________, 2017. CITY OF ________________________________ By______________________________________ ___________________________ (Print Name) ______________________________ (Title) ILA SHD_RUCKER BUILDING 7 of 7 Revised Draft 2-2-17 STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) I certify that I know or have satisfactory evidence that __________________________ is the person who appeared before me, and said person acknowledged that ________ signed this instrument, on oath stated that __________ was authorized to execute the instrument and acknowledged it as the _________________________ of the CITY OF ___________________ to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED this _____ day of ________________________, 2017. ______________________________________ ______________________________________ (Legibly print name of notary) NOTARY PUBLIC in and for the State of Washington, residing at ___________________ My commission expires ___________________ (27-697) 1 of 2 After Recording Return to: Snohomish Health District 3020 Rucker Avenue, Suite 306 Everett, WA 98201 QUIT CLAIM DEED Grantor: CITY OF ARLINGTON Grantee: SNOHOMISH HEALTH DISTRICT Legal: Lots 8-10 & 22-29, Block 720, Plat of Everett, Div H, V. 4, p. 50 and Lots 5-7, Block 719, Plat of Everett, V. 3, P. 32, Snohomish Cty, WA Add'l on p. 1-2 Tax ID#: 004375-720-008-00, 004375-720-009-00, 004375-720-022-00 004375-720-028-00 and 004391-719-005-00 THE GRANTOR, CITY OF ARLINGTON, a municipal corporation of the State of Washington, for and in consideration of clearing title of any interest Grantor may have, conveys and quit claims to SNOHOMISH HEALTH DISTRICT, a municipal corporation of the State of Washington, the following-described real estate, situated in the County of Snohomish, State of Washington, including any interest therein which Grantor may hereafter acquire: PARCEL A: Lots 8, 9, 10, 22, 23, 24, 25, 26, 27, 28 and 29, Block 720, Plat of Everett, Division “H,” as per plat recorded in Volume 4 of Plats, page 50, records of the Auditor of the County of Snohomish, State of Washington. Situate in the City of Everett, County of Snohomish, State of Washington. (27-697) 2 of 2 PARCEL B: Lots 5, 6 and 7, Block 719, Plat of Everett, as per plat recorded in Volume 3 of Plats, page 32, records of the Auditor of the County of Snohomish, State of Washington. Situate in the City of Everett, County of Snohomish, State of Washington. DATED this ________ day of ________________________, 2017. CITY OF ARLINGTON By_____________________________________ Barbara Tolbert, Mayor STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) I certify that I know or have satisfactory evidence that Barbara Tolbert is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Mayor of the CITY OF ARLINGTON to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED this _____ day of ________________________, 2017. ______________________________________ ______________________________________ (Legibly print name of notary) NOTARY PUBLIC in and for the State of Washington, residing at ___________________ My commission expires ___________________ PLEASE TYPE OR PRINT REAL ESTATE EXCISE TAX AFFIDAVIT CHAPTER 82.45 RCW – CHAPTER 458-61A WAC This form is your receipt when stamped by cashier. THIS AFFIDAVIT WILL NOT BE ACCEPTED UNLESS ALL AREAS ON ALL PAGES ARE FULLY COMPLETED (See back of last page for instructions) Check box if partial sale of property If multiple owners, list percentage of ownership next to name. 1 Name Mailing Address City/State/Zip Phone No. (including area code) 2 Name Mailing Address City/State/Zip Phone No. (including area code) SE L L E R GR A N T O R BU Y E R GR A N T E E 3 Send all property tax correspondence to: Same as Buyer/Grantee List all real and personal property tax parcel account numbers – check box if personal property List assessed value(s) Name Mailing Address City/State/Zip Phone No. (including area code) 4 Street address of property: This property is located in Check box if any of the listed parcels are being segregated from another parcel, are part of a boundary line adjustment or parcels being merged. Legal description of property (if more space is needed, you ma y attach a separate sheet to each page of the affidavit) 5 Select Land Use Code(s): 7 List all personal property (tangible and intangible) included in selling enter any additional codes: (See back of last page for instructions) price. If claiming an exemption, list WAC number and reason for exemption: WAC No. (Section/Subsection) Reason for exemption Type of Document Date of Document Gross Selling Price $ *Personal Property (deduct) $ Exemption Claimed (deduct) $ Taxable Selling Price $ Excise Tax : State $ Local $ *Delinquent Interest: State $ Local $ *Delinquent Penalty $ Subtotal $ *State Technology Fee $ *Affidavit Processing Fee $ Total Due $ A MINIMUM OF $10.00 IS DUE IN FEE(S) AND/OR TAX *SEE INSTRUCTIONS YES NO Was the seller receiving a property tax exemption or deferral under chapters 84.36, 84.37, or 84.38 RCW (nonprofit organization, senior citizen, or disabled person, homeowner with limited income)? 6 YES NO Is this property designated as forest land per chapter 84.33 RCW? Is this property classified as current use (open space, farm and agricultural, or timber) land per chapter 84.34 RCW? Is this property receiving special valuation as historical property per chapter 84.26 RCW? If any answers are yes, complete as instructed below. (1) NOTICE OF CONTINUANCE (FOREST LAND OR CURRENT USE) NEW OWNER(S): To continue the current designation as forest land or classification as current use (open space, farm and agriculture, or timber) land, you must sign on (3) below. The county assessor must then determine if the land transferred continues to qualify and will indicate by signing below. If the land no longer qualifies or you do not wish to continue the designation or classification, it will be removed and the compensating or additional taxes will be due and payable by the seller or transferor at the time of sale. (RCW 84.33.140 or RCW 84.34.108). Prior to signing (3) below, you may contact your local county assessor for more information. This land does does not qualify for continuance. DEPUTY ASSESSOR DATE (2) NOTICE OF COMPLIANCE (HISTORIC PROPERTY) NEW OWNER(S): To continue special valuation as historic property, sign (3) below. If the new owner(s) does not wish to continue, all additional tax calculated pursuant to chapter 84.26 RCW, shall be due and payable by the seller or transferor at the time of sale. (3) OWNER(S) SIGNATURE PRINT NAME 8 I CERTIFY UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Grantor or Grantor’s Agent Name (print) Date & city of signing: Signature of Grantee or Grantee’s Agent Name (print) Date & city of signing: Perjury: Perjury is a class C felony which is punishable by imprisonment in the state correctional institution for a maximum term of not more than five years, or by a fine in an amount fixed by the court of not more than five thousand dollars ($5,000.00), or by both imprisonment and fine (RCW 9A.20.021 (1)(C)). REV 84 0001a (01/05/16) THIS SPACE - TREASURER’S USE ONLY COUNTY TREASURER City of Arlington Council Agenda Bill Item: WS #2 Attachment B COUNCIL MEETING DATE: February 13, 2017 SUBJECT: Proposal for construction of a donated permanent stage at Legion Park ATTACHMENTS: Photos of design and placement DEPARTMENT OF ORIGIN Recreation EXPENDITURES REQUESTED: None BUDGET CATEGORY: N/A LEGAL REVIEW: DESCRIPTION: John Green and Darrin Massingale have expressed a desire to build a stage at Legion Park, as they have played music in the park for events. They would like to build the stage with donated materials and volunteer professionals. The proposed stage would be 24 ft by 16 ft with a concrete deck. Proposed location is the southwest corner of the park. They are currently in contact with our building department. HISTORY: John Green and Darrin Massingale have presented their idea to PARC, PARC recommends approval of the project. Without a permanent stage, event coordinators have to either rent a stage or bring in a flatbed trailer. ALTERNATIVES Do not accept proposal for stage. RECOMMENDED MOTION: Workshop; discussion only. City of Arlington Council Agenda Bill Item: WS #3 Attachment C COUNCIL MEETING DATE: February 13, 2017 SUBJECT: Public Art Proposals‐ Frog Sculpture, Haiku Stone, Art for Stillaguamish Conference Room ATTACHMENTS: Photos DEPARTMENT OF ORIGIN Recreation EXPENDITURES REQUESTED: None BUDGET CATEGORY: N/A LEGAL REVIEW: DESCRIPTION: Public Art Proposals: 1. Arlington Arts Council has submitted a proposal to donate to the City a frog sculpture for Haller Park. The piece would be carved out of granite, 7 foot high. The Arts Council will purchase for $15,000. The artist is George Pratt from British Columbia, who is a member of the Northwest Stone Sculptures. The piece is scheduled to be complete by July 2017. Exact placement is still to be determined. 2. Arlington Arts Council has submitted a proposal to donate a rough cut granite stone with an engraved nature haiku poem (selected from Eagle Festival haiku contests) for Terrace Park. 3. Arlington Arts Council president has assisted the Public Works Administration office in soliciting artwork for the Stillaguamish Conference Room from Arlington Arts Council artists. Public Works set aside funds for the project, and have selected “Mountain Series” ($1,200) by Christina Harvey” and “River Painting” ($800) by Vicki Johnson. HISTORY: In accordance with the public art policy, this project has been reviewed and recommended by the Public Art Committee and PARC. ALTERNATIVES Do not accept some or all of the public art pieces. RECOMMENDED MOTION: Workshop; discussion only. City of Arlington Council Agenda Bill Item: WS #4 Attachment D COUNCIL MEETING DATE: February 13, 2017 SUBJECT: Conveyance of real property for Right of Way purposes. ATTACHMENTS: Legal Descriptions including exhibit maps, with areas highlighted depicting the proposed deeded property from Klein Family Properties/Shoultes RV Park. Dedication #1‐ for future construction of 47th Ave. NE ; Dedication #2 – for future widening of 51st Ave. NE; Dedication #3 – for future construction of 164th St. NE; Deeds (to be provided) DEPARTMENT OF ORIGIN CED EXPENDITURES REQUESTED: ‐0‐ BUDGET CATEGORY: n/a LEGAL REVIEW: DESCRIPTION: Conveyance of 3 separate strips of land as described in attached Exhibits #1, #2 and #3 for the purpose of constructing extensions of existing roadways as identified in the Comprehensive Plan, thus providing connectivity between Arlington‐Marysville and the AMMIC .This is consistent with prior dedications of Right of Way in conjunction with the Land Use process. HISTORY: Conveyance of property for Right of Way purposes related to new development is typically dedicated through the Land Use process, pursuant to 20.56.170 AMC. ALTERNATIVES None RECOMMENDED MOTION: Workshop; discussion only. At the February 21st, Council Meeting the proposed motion will be, “I move to approve the dedication of the described real properties as Right of Way for the purposes of roadway construction”. City of Arlington Council Agenda Bill Item: WS #5 Attachment E COUNCIL MEETING DATE: February 13, 2017 SUBJECT: RH2 Contract Amendment No. 1 – Lift Station #2 Construction Engineering (CE) ATTACHMENTS: DRAFT ‐ Amendment to RH2 Professional Services Agreement DEPARTMENT OF ORIGIN Public Works EXPENDITURES REQUESTED: $52,125 BUDGET CATEGORY: Sewer Capital Fund 406 LEGAL REVIEW: DESCRIPTION: Amendment #1 to the RH2 Engineering, Inc. Professional Services Agreement to provide CE services during the construction of the Lift Station #2 Upgrade Project. HISTORY: RH2 has been under contract with the City to design improvements to Lift Station #02 as necessary to meet future growth in the Kent Prairie focus area. Design is complete and we are ready to start construction. Since RH2 is the engineer of record, staff is recommending that we contract with RH2 for CE services for this project. RH2 has the greatest knowledge of the project and any changes, approvals or alterations to the design during construction will remain the responsibility of RH2. The full cost of the LS‐02 upgrade construction project, including construction, CE, testing and programming, is included in the 2017 budget. ALTERNATIVES - Do not amend the contract. - Solicit Construction Engineering Services from another firm RECOMMENDED MOTION: Workshop; discussion only. At the February 21, 2017 Council Meeting the recommended motion will be “I move to approve Amendment #1 to the RH2 Engineering Professional Services Agreement for the provision of Construction Engineering services and authorize the Mayor to sign the amendment, pending final approval by the City Attorney”. 02/07/17 10:35 AM \\arlington\city\PW_Admin\Meetings\Council Meetings\2017\(02-13-17) Workshop\RH2 Ammend No. 1 LS2(02-07-17) .doc Contract Amendment No. 1 to Professional Services Agreement Between RH2 Engineering Inc. and the City of Arlington for Lift Station 2 Rehabilitation Services During Construction In accordance with the Professional Services Agreement between the City of Arlington and RH2 Engineering Inc. dated February 2, 2016, this is an authorization to revise and amend the original contract as described below effective this 21st day of February, 2017. The work will be performed and invoiced in accordance with the terms and conditions listed in the Original Agreement and in accordance with any previously executed contract amendments. It is mutually agreed that the above referenced agreement is amended as follows: AMENDMENT 1. The original Scope of Work will be increased to include the activities detailed in the scope of work attached to this Contract Amendment #1 and referenced as Exhibit A. 2. RH2 is authorized to bill the City for services performed in conjunction with Contract Amendment #1 for a fee not to exceed $52,125 in accordance with the fee estimate included in Exhibit A. EXECUTION IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. Except as modified herein, the contract between the parties dated February 2, 2016 shall remain in full force and effect. RH2 Engineering, Inc. City of Arlington Signature: Signature: Barbara Tolbert Mayor Title: Title: Date: Date: 1 1/31/2017 3:44:17 PM \\rh2.com\dfs\Bellingham\Data\ARL\416-031\Contract\02 Amend 1 - SDC\Amend_No. 1_SOW_ARL LS2 SDC.docx EXHIBIT A SCOPE OF WORK Contract Amendment No. 1 City of Arlington Lift Station 2 Rehabilitation Services During Construction January 2017 Background RH2 Engineering, Inc., (RH2) is nearing completion of the design phase of the Lift Station 2 Rehabilitation project for the City of Arlington (City). The project will be bid in February 2017. Construction will occur in the spring and summer months. The City has requested RH2 to assist City staff with services during construction (SDC). Assumptions · Construction is estimated to begin in April 2017 and conclude in October 2017. City Responsibilities and Deliverables for Services During Construction · Coordinate delivery of construction plans (full and half size) and specifications to the contractor. It is assumed that production of the plans will be completed by a print shop and paid for directly by the City, separate from this contract Amendment No. 1. · Provide ongoing project management, administration, project progress scheduling, and communication tracking. · Lead request for information (RFI) and change order review and coordinate information with RH2 staff. · Review and process pay requests from the contractor, including ascertaining quantities and percent completion of the work as stated by the contractor, and preparing progress reports, including contract time remaining statements. · Coordinate with Snohomish County PUD No. 1 regarding power drop. Pay Snohomish County PUD No. 1 power drop costs. · Provide construction observation personnel to monitor construction progress and respond to questions relating to existing facilities and utilities. · Coordinate, contract, and pay directly for all special inspection services, such as soil compaction, rebar, and concrete testing. It is assumed Geotest will contract directly with the City for special inspection services and provide the City and RH2 with electronic copies of reports. · Pay for construction plan production by others. · Attendance at the following: o Pre-construction meeting (RH2 will not attend); o Lead construction meetings; City of Arlington Amendment No. 1 Lift Station 2 Rehabilitation - SDC Exhibit A – Scope of Work 2 1/31/17 3:44 PM \\rh2.com\dfs\Bellingham\Data\ARL\416-031\Contract\02 Amend 1 - SDC\Amend_No. 1_SOW_ARL LS2 SDC.docx o Periodic on-site construction observation during active construction; o Testing and startup; and o Punchlist meetings. · Contract with Process Solutions for programming, operator interface, and supervisory control and data acquisition (SCADA) development and address potential Human Machine Interface (HMI) and communications issues. Task 1 – Construction Contract Administration Objective: Organize, manage, and coordinate RH2’s engineering disciplines. Selectively support the City regarding construction phase assistance. Approach: 1.1 Attend monthly construction meetings with involved parties at the City office or project site. Prepare and distribute meeting minutes. Coordinate with the City’s personnel throughout the construction phase, as requested. Thirty (30) hours of RH2’s time is assumed for this effort. Additional effort as needed will be mutually determined between RH2 and the City. 1.2 Respond to technical questions, including RFIs and change orders posed by the contractor (both force account and agreed field directive fixed price). Fifty-six (56) hours of RH2’s time is assumed for this effort to be expended on an as-needed basis. Additional effort as needed will be mutually determined between RH2 and the City. The City will lead this effort and RH2 will assist. RH2 Deliverables: · Review and comment on City-prepared meeting minutes, responses to technical questions, RFIs, and change orders in MS Word format shared with City staff, and ongoing correspondence. Task 2 – Submittal Review Objective: Provide as-needed submittal review during construction. Approach: 2.1 Review and approve or reject contractor submittals, as requested by the City. Submittal review may include, but not be limited to, shop drawings, equipment submittals, specifications, with regard to pumps, pump rails, generator, wet well liner, panels, and electrical and control equipment. Assumptions: RH2’s Task 2 efforts will be performed up to the level included in the attached Fee Estimate. Additional effort, if needed, will be mutually determined by the City and RH2. RH2 Deliverables: · Submittal response forms to the City and contractor. Task 3 – On-site Construction Observation and Inspection Objective: Assist with on-site construction observation and change orders. Approach: 3.1 Provide engineer(s) on-site to observe and inspect construction activities including, but not limited to, mechanical, structural, and electrical construction. RH2 and the City will schedule construction City of Arlington Amendment No. 1 Lift Station 2 Rehabilitation - SDC Exhibit A – Scope of Work 3 1/31/17 3:44 PM \\rh2.com\dfs\Bellingham\Data\ARL\416-031\Contract\02 Amend 1 - SDC\Amend_No. 1_SOW_ARL LS2 SDC.docx observation to occur during certain portions of construction progress. When RH2 completes a construction observation, an Inspector Daily Report (IDR) will be completed for each site visit. Inspections will be completed by RH2 Professional Engineers. EITs may be substituted as allowed by the City. Eight (8) on-site observations are budgeted, split between civil and electrical staff, and includes two (2) hours on site and one (1) hour report and coordination time per site visit. Assumptions: · The level of involvement by RH2 will be re-evaluated during construction and may be adjusted, based on contractor performance and project schedule. · Special inspection is not included with this Scope of Work. The City will contract separately for this work, specifically for subgrade compaction, HMA, and concrete inspection. Changes to RH2’s level of involvement in construction observation that affect the assumption of hours in the attached Fee Estimate shall be mutually negotiated between RH2 and the City. RH2 is not responsible for site safety, nor for directing the contractor in their work or determining means and methods. RH2 Deliverables: · Construction IDRs sent to the City at the end of each work week, and change order forms, as requested, throughout the construction phase sent as MS Word and/or MS Excel documents. Task 4 – Testing and Startup Objective: Assist with testing and startup. Approach: 4.1 Provide review on site by the project manager and electrical engineer during pump testing and startup. The site visits are assumed to be one (1), eight (8)-hour day, and one (1), four (4)-hour day with off-site support, as requested by the City. 4.2 Conduct final on-site construction observation. Perform final walkthrough for completion of punchlist items and specified construction by the contractor. It is anticipated that the contractor will complete all punchlist items prior to the final on-site construction observation. RH2 Deliverables: · Startup completion reports and punchlist items for the contractor. Assumptions: The contractor will complete the punchlist review with three (3) meetings lasting two (2) hours per punchlist meeting. The City will hire Process Solutions, Inc., directly, and they will provide the following. · Pump station functional descriptions to complete programming and operator interface development. · Coordination with the City to conduct a programmable logic controller (PLC) and operator interface (OI) development workshop to identify the design methodology of the new PLC and OI software, including pump control, alarm notification, data collection and logging, displaying information, and OI screen layouts. · Perform PLC software development for the sewer pump station. · Perform OI software development for the sewer pump station. City of Arlington Amendment No. 1 Lift Station 2 Rehabilitation - SDC Exhibit A – Scope of Work 4 1/31/17 3:44 PM \\rh2.com\dfs\Bellingham\Data\ARL\416-031\Contract\02 Amend 1 - SDC\Amend_No. 1_SOW_ARL LS2 SDC.docx · Perform control system factory testing of telemetry panel hardware and software, and the motor control center in the panel shop. · Perform control system field testing of telemetry panel hardware and software, and the motor control center at the project site. · Provide software training and operations and maintenance (O&M) manual material for the PLC and operator interface software. · Provide Mission Communications software modifications to the City’s remote SCADA monitoring system. If needed, changes in RH2’s level of effort that affect the assumption of hours in the attached Fee Estimate shall be mutually negotiated between RH2 and the City. Task 5 – Construction Records Objective: Prepare construction records. Approach: 5.1 Review field records provided by the contractor to compare with RH2’s and the City’s construction observation reports. 5.2 Prepare construction record drawings from the contractor and City provided as-built drawings, photos, and notes. Assumptions: Contractor will prepare O&M manuals for the City. Design changes will be minimal with no significant changes to site layout, structural, mechanical, or electrical systems. RH2 Deliverables: · One (1) half-size set of construction plans and one (1) CD containing DWFs and PDFs of the drawings. EXHIBIT B City of Arlington Lift Station 2 Rehabilitation Amendment No. 1 - Services During Construction Fee Estimate Description Total Hours Total Labor Total Expense Total Cost Classification Task 1 Construction Contract Administration 86 14,808$ 1,041$ 15,849$ Task 2 Submittal Review 38 6,032$ 263$ 6,295$ Task 3 On-site Construction Observation and Inspection 64 11,668$ 868$ 12,536$ Task 4 Testing and Startup 51 9,238$ 636$ 9,874$ Task 5 Construction Records 45 6,864$ 707$ 7,571$ PROJECT TOTAL 284 48,610$ 3,515$ 52,125$ \\rh2.com\dfs\Bellingham\Data\ARL\416-031\Contract\02 Amend 1 - SDC\Amend_No. 1_FEE_ARL LS2 SDC 2017 Schedule.xlsm 1/31/2017 3:29 PM RATE LIST RATE UNIT Professional I $137 $/hr Professional II $151 $/hr Professional III $161 $/hr Professional IV $172 $/hr Professional V $185 $/hr Professional VI $197 $/hr Professional VII $213 $/hr Professional VIII $223 $/hr Professional IX $223 $/hr Technician I $98 $/hr Technician II $104 $/hr Technician III $132 $/hr Technician IV $140 $/hr Administrative I $67 $/hr Administrative II $79 $/hr Administrative III $94 $/hr Administrative IV $111 $/hr Administrative V $131 $/hr CAD/GIS System $27.50 $/hr CAD Plots - Half Size $2.50 price per plot CAD Plots - Full Size $10.00 price per plot CAD Plots - Large $25.00 price per plot Copies (bw) 8.5" X 11"$0.09 price per copy Copies (bw) 8.5" X 14"$0.14 price per copy Copies (bw) 11" X 17"$0.20 price per copy Copies (color) 8.5" X 11"$0.90 price per copy Copies (color) 8.5" X 14"$1.20 price per copy Copies (color) 11" X 17"$2.00 price per copy Technology Charge 2.50%% of Direct Labor Mileage $0.535 price per mile (or Current IRS Rate) Subconsultants 15%Cost + Outside Services at cost EXHIBIT C RH2 ENGINEERING, INC. 2017 SCHEDULE OF RATES AND CHARGES Rates listed are adjusted annually. City of Arlington Council Agenda Bill Item: WS #6 Attachment F COUNCIL MEETING DATE: February 13, 2017 SUBJECT: Amendment #1 to the NCRTS (North County Recycle Transfer Station) Road Mitigation Agreement with Snohomish County ATTACHMENTS: Amendment #1 to “2016‐2020 Mitigation Agreement” DEPARTMENT OF ORIGIN Public Works – Jim Kelly EXPENDITURES REQUESTED: None BUDGET CATEGORY: Streets Budget LEGAL REVIEW: DESCRIPTION: An amendment to the 2016‐2020 agreement between the City of Arlington and Snohomish County for mitigation of impacts to City roads from Snohomish County NCRTS operated solid waste transfer trailers traveling on City streets. HISTORY: The NCRTS Road Mitigation Agreement between the City of Arlington and Snohomish County has been in effect since 1992. The NCRTS Road Mitigation payment inflation index has been set to correspond to the WSDOT Construction Cost Index (CCI), however this index has been discontinued. The City of Arlington and Snohomish County have agreed to replace the CCI with the Seattle‐Tacoma Consumer Price Index (CPI) as the new payment inflation index for the mitigation agreement. The attached Amendment #1 will amend the existing agreement allowing the Seattle‐Tacoma CPI to become the new payment inflation index. ALTERNATIVES - Do not accept the Seattle‐Tacoma CPI index - Remand to staff for further consideration RECOMMENDED MOTION: Workshop; discussion only. At the February 21, 2017 Council Meeting the recommended motion will be “I move to approve Amendment #1 to the Arlington – Snohomish County NCRTS Road Mitigation Agreement and authorize the Mayor to sign, pending final approval by the City Attorney”. City of Arlington Council Agenda Bill Item: WS #7 Attachment G COUNCIL MEETING DATE: February 13, 2017 SUBJECT: Interlocal Agreement with the Tulalip Tribe for Aerial Photography ATTACHMENTS: Draft Interlocal Agreement DEPARTMENT OF ORIGIN Public Works – Katie Heim EXPENDITURES REQUESTED: 2017 ‐ $6,152.00 2018 ‐ $6,152.00 BUDGET CATEGORY: To be distributed between departments LEGAL REVIEW: DESCRIPTION: Interlocal agreement with Tulalip Tribe for Pictometry process aerial photography for use in the City’s GIS and asset management systems. HISTORY: The City of Arlington previously purchased GIS aerial photographs from Snohomish County and King County imagery consortium. Snohomish County no long provides aerials and King County provided a low‐quality resolution that was 18 months old at the time of delivery. Marysville and the City of Arlington have the opportunity to enter into an Interlocal Agreement with the Tulalip Tribes to purchase high resolution Pictometry processed aerial photographs. This imagery will give the City more control over the product, more ways to provide the product to staff, and a higher quality product (3” resolution) that will be available this year. ALTERNATIVES - Do not enter into an agreement with Tulalip. - Remand to staff for further consideration RECOMMENDED MOTION: Workshop; discussion only. At the February 21, 2017 Council Meeting the recommended motion will be “I move to approve the Interlocal Agreement with the Tulalip Tribe for Pictometry aerial photography and authorize the Mayor to sign the agreement, pending final approval by the City Attorney”. Tulalip Tribes 6406 Marine Dr. Tulalip, WA 98271 INTERLOCAL COOPERATIVE AGREEMENT BETWEEN TULALIP TRIBES AND CITY OF ARLINGTON TO ESTABLISH A COST SHARING PARTNERSHIP FOR PICTOMETRY IMAGERY AND SOFTWARE GRANTOR: Tulalip Tribes GRANTEE: City of Arlington CONTRACT NO.: C191434 INTERLOCAL COOPERATIVE AGREEMENT BETWEEN TULALIP TRIBES AND CITY OF ARLINGTON TO ESTABLISH A COST SHARING PARTNERSHIP FOR PICTOMETRY IMAGERY AND SOFTWARE WHEREAS, Tulalip Tribes and The City of Arlington are authorized to provide cooperative information services under the Interlocal Cooperative Act RCW 39.34; and WHEREAS, Tulalip Tribes has entered into an Agreement (see Exhibit B) with Pictometry International Corporation, hereinafter referred to as “Pictometry”, for the provision of certain licensed Pictometry products, encompassing, among others, specified aerial images of the Tulalip Tribes area of interest and all or portions of selected adjacent jurisdictions; and WHEREAS, Section C.2 of the Agreement between Tulalip Tribes and Pictometry has a provision to allow Authorized Subdivisions and their personnel, Authorized Users, to use licensed Pictometry products provided that the Authorized Subdivision follows the terms and conditions of the “Pictometry Delivered Content Terms And Conditions Of Use” (see Exhibit B) and has an Agreement with Tulalip Tribes; and WHEREAS, The City of Arlington is listed as an Authorized Subdivision and has evaluated the Pictometry products and determined that those products would be beneficial to their operations; and WHEREAS, Tulalip Tribes and The City of Arlington are interested in developing partnerships and working cooperatively with each other in order to reduce project costs and eliminate duplication of services; and WHEREAS, the public will benefit from both the products received and the cost savings of such partnerships. NOW, THEREFORE, Tulalip Tribes hereinafter "Tulalip Tribes” and The City of Arlington, hereinafter "Customer" agree as follows: 1.0 RESPONSIBILITIES: 1.1. Tulalip Tribes Responsibilities: Upon completion of the image acquisition and signed Interlocal Agreement with Tulalip Tribes, Tulalip Tribes agree to furnish the Customer the following products and services: 1.1.1. Delivery of a portable disk drive containing all the licensed Pictometry products which shall include the image library. The Customer shall provide the portable disk drive as specified in Section 1.2.4 of this Agreement. 1.1.2. Provide one hour of telephone technical support to help resolve issues and problems in the installation, maintenance, and use of licensed products provided herewith. 1.1.3. Shall organize two end user orientation training sessions which will be taught by Pictometry. The Customer may designate two authorized representatives to attend each training session. In addition, the Tulalip Tribes may organize one advanced user technical training session. The Customer may designate one authorized representative to attend this session. 1.1.4. Annual billing for the use of licensed Pictometry products. This also includes oversight of the financial accounting between the Tulalip Tribes and Authorized Subdivisions. 1.1.5. May provide extended support services beyond the aforementioned requirements for training, technical support, product development, providing historic (2007, 2009, 2011 2013, and 2015) Pictometry imagery or other services that are related to the support of Pictometry products. These extended services shall require a Work Order and financial compensation as specified in Section 5.5, Extended Service Rates. 1.1.6. May provide cost sharing of licenses for the Pictometry Connect online service as an annual fee. License packages are provided by Pictometry in 50 and 100 license packs and the Tulalip Tribes will divide the licenses between Tier 1 and Tier 2 partners at a per license price as further defined in Section.5.6, Connect Online License Sharing, of this Agreement. 1.2 Customer Responsibilities: Upon execution of the signed Interlocal Agreement with the Tulalip Tribes, the Customer agrees to the following: 1.2.1. To comply with this Interlocal Agreement and the terms and conditions of the Master Agreement between Pictometry International and the Tulalip Tribes (Exhibit B). This also applies to Pictometry Connect licensing. 1.2.2. Designate one employee as a liaison between the Tulalip Tribes and the Customer as a single point of contact for technical support, training, work requests, and disseminating information to the Customer’s end users. The designated Liaison and their contact information shall be reported to the Tulalip Tribes. 1.2.3. Authorized users of the Customer shall direct all questions, requests, and other technical matters to the Customers Liaison. 1.2.4. Shall provide a portable disk drive, large enough to hold all the data, to the Tulalip Tribes so that Pictometry products can be loaded and delivered to the Customer. 1.2.5. The Liaison or their Designee shall distribute the Pictometry products to the Customers authorized users in accordance with both this Agreement and the Pictometry Master License Agreement. 1.2.6. The Customer is responsible to provide Pictometry training and technical support to their Authorized Users. 1.2.7. The Customer shall notify the Tulalip Tribes within ten (10) business days after the Customer receives notice from Pictometry of any Pictometry actions, cond itions, or circumstances which could affect the Customers rights under this Agreement. 2.0 SERVICE CONDITIONS AND DATA LIMITATIONS 2.1 Acceptance of Completed Work: The Tulalip Tribe’s Master Agreement with Pictometry is currently scheduled for image acquisition between March and April (leaf-off tree condition to insure more visibility) of 2017. However, this is contingent upon weather conditions. There is a possibility that the image acquisition may occur at a later date. Once the image acquisition is complete and Tulalip Tribes have received and approved the Pictometry products, a copy of the Pictometry products shall be created on a portable disk drive, provided by the Customer, and delivered to Customer for final inspection. The Customer has ten (10) calendar days to inspect the product and notify, in writing, Tulalip Tribes of any product errors, omissions, flaws, or incomplete work. If no errors are brought to the attention of Tulalip Tribes within ten (10) calendar days, the product acceptance and delivery shall be considered complete. 2.2 Section Removed 2.3 Product Archival and Retention: Tulalip Tribes is not responsible for the backup, retention, or archive of products provided to Customer. It is Customers responsibility to maintain hard copy and digital records in accordance with Public Records Laws (RCW, 40.14 and WAC, Section 434). In the event that the Customer requests from the Tulalip Tribes another copy of the Pictometry products, Tulalip Tribes shall be financially compensated for their ac tual costs to create and deliver an additional copy of the Pictometry products. 2.4 Confidential and Proprietary Information: The Customer acknowledges that they are a public agency and as such are required to allow members of the public access to certain materials within the Customer’s control or possession. In the event the Customer receives a public records request for Pictometry information or intellectual property, as defined in the Master Agreement between Pictometry International and Tulalip Tribes (Exhibit B) in Section B under subsection 5.2 (Confidentiality of Delivered Content), within five (5) business days of receiving such request and prior to providing any materials to the Requestor, the Customer will notify both Tulalip Tribes and Pictometry of such request for information and will make attempts to provide Pictometry with adequate time to seek a protective order under applicable law. In the event of a request for public records, nothing in this Agreement shall prevent nor hinder the Customer from fully complying with the Washington state Public Records Act. 2.5 Data Limitations: Tulalip Tribes makes no warranty, expressed or implied, concerning products provided by Tulalip Tribes or Pictometry including the content, accuracy, currency or completeness, or concerning the results to be obtained from queries or use of the data. All products are expressly provided as is and with all faults. Tulalip Tribes makes no warranty of fitness for a particular purpose, and no representation as to the quali ty of any products supplied to the Customer. No employee or agent of Tulalip Tribes or the Customer is authorized nor may waive or modify this paragraph. 2.6 Spatial Accuracy: Electronic spatial data can be printed or represented at various scales other than the original source of the data. The Customer is responsible for adhering to industry standard mapping practices, which specify that data utilized in a map or analysis, separately or in combination with other data, will be produced at the largest s cale common to all data sets. For example, Tulalip Tribes tax parcel data has an accuracy level of +- 300 feet; whereas Pictometry imagery may have an accuracy of 15 feet or less. Overlaying these two datasets will potentially show significant shift in the data providing a false geographic representation. 3.0 DATA LIABILITY AND INDEMINFICATION 3.1 Liability: The Tulalip Tribes, its elected or appointed officers, employees or agents shall not be liable to Customer (or transferees or vendees of Customer) for damages of any kind, including lost profits, lost savings or any other incidental or consequential damages relating to the provision of the data or the use of it. Customer shall have no remedy at law or equity against the Tulalip Tribes in case the data provided is inaccurate, incomplete or otherwise defective in any way. Customers only remedies are those specified in this Agreement. Tulalip Tribes is supplying this information in good faith and Customer agrees hold Tulalip Tribes, its elected or appointed officers, employees or agents harmless for any liability incurred as a result of using Pictometry products under this Agreement. 3.2 Indemnification: Each party agrees to be responsible and assume liability for its own wrongful and/or negligent acts or omissions or those of their officials, officers, agents, or employees to the fullest extent required by law, and further agree to save, indemnify, defend, and hold the other party harmless from any such liability. It is further provided that no liabilit y shall attach to the Tulalip Tribes by reason of entering into this Agreement except as expressly provided herein. 3.3 No Joint Venture or Partnership: It is understood and agreed that this Agreement is solely for the benefit of the parties hereto and gives no right to any other party. No joint venture or partnership is formed as a result of this Agreement. 3.4. Non-Conforming Services: For any services which fail to conform to the specification of this Agreement and/or any Work Order pursuant to this Agreement, and such failure is caused solely by the negligence of Tulalip Tribes, no charge will be invoiced. If both parties are negligent, they agree to apportion cost between them to the damage attributable to the actions of each. Customer is solely responsible for any damage caused in whole or in part by inaccurate or inadequate data, programs, or software furnished to the Customer by the Tulalip Tribes. Neither party will be liable for any failure to comply with or delay in performance of this Agreement where failure or delay is caused by or results from any events beyond its control, including but not limited to, fire, flood, earthquake, accident, civil disturbances, acts of any governmental entity, war, shortages, embargoes, strikes (other than those occurring in the workforce of the party claiming relief, or the workforces of its subcontractors), transportation delays, or acts of God. The Tulalip Tribes is not liable for system failure, power loss, loss of Internet, loss of network connectivity, software system failure, security breach/failure or other unforeseeable conditions that result in the unavailability of service to the Customer. It is the Customers responsibility to follow the terms and conditions of this Agreement and the Master Agreement between Pictometry International and the Tulalip Tribes (see Exhibit B). 3.5. Damages: Neither party will seek damages, either direct, consequential, or otherwise against the other in addition to the remedies stated herein. 3.6 Third Party Claims: In the event that either party is found liable for damages to third parties as a result of the performance of services under this Agreement, each party will be financially responsible for the portion of damages attributable to its own acts and responsibilities un der this Agreement. 4.0 TREATMENT OF ASSETS 4.1 Property Title: The Pictometry products are licensed through Pictometry International and are subject to the provisions of the Master Agreement between Pictometry International and Tulalip Tribes (see Exhibit B). The Customer is required to follow the terms and conditions of the “Pictometry Delivered Content Terms and Conditions of Use” (see Exhibit B). 4.2 Use of Property: Any property furnished by Tulalip Tribes to Customer shall, unless otherwise provided in this Agreement, or approved by the owner, be used for the performance of this Agreement. 4.3 Notification: If any Tulalip Tribes property is lost or stolen the Customer shall immediately notify both Pictometry and the Tulalip Tribes and shall take all reasonable steps to protect the property. 5.0 SERVICE CHARGES AND PAYMENT PROVISONS 5.1 Pictometry Fees: With Pictometry’s approval, Tulalip Tribes is making Pictometry products available to Authorized Users as defined in th is contract between Tulalip Tribes and Pictometry (see Exhibit B). The Customer is listed as an Authorized Subdivision and therefore is eligible to purchase Pictometry products from the Tulalip Tribes (subject to the requirements outlined in Section 2.1, Acceptance of Completed Work, of this Agreement). There are three areas of potential cost within this Agreement. They include:  Flight Fees (Required): The flight fees cover the cost of the aerial image acquisition, Electronic Field Study (EFS) software, and the ArcGIS Plug-in software to view the imagery and make measurements from the imagery. These are mandatory fees that must be paid by the Customer. A pro-rated fee structure based on areas-of-interest was established to provide a simple and equitable cost plan (see Section 5.2, Pictometry Product Flight Fees).  Extended Services Fees (Optional): Although rare, the Customer may require extended support services which are services in addition to the “Tulalip Tribes’s Responsibilities” as stated in Section 1.1. These extended services may include: additional training, technical support or other service that is related to the support of Pictometry products. This is an optional fee (see Sections 5.5 through 5.54).  Pictometry Connect Licenses Fees: Pictometry provides several ways to access the aerial image library. These include EFS software, ArcGIS Pictometry Plugin, and Pictometry Connect web access. EFS and the ArcGIS Plugin are included with the Flight Fees whereas Pictometry Connect is an additional cost . Pictometry Connect provides most of the same functionality as EFS; however, it’s accessed through a web browser. This gives the user the ability to access the image library anywhere they have an internet connection. Since this software is hosted by Pictometry, there is no need to install any software. This is the most flexible option provided by Pictometry to access the aerial imagery. However, there is an additional cost for this service. For more information see Section 5.6, Connect Online License Sharing. 5.2 Pictometry Product Flight Fees: A pro-rated fee structure based on areas-of-interest has been established to provide a fair and equitable cost plan for the purchase of Pictometry products for all Authorized Subdivisions. Based on the Customer’s area-of interest that covers 83 of the total 311 area-of-interest map tiles, the Customer shall pay 16.40% of the total Pictometry flight fees. 5.3 Pictometry Product Flight Credits: The primary intention of this Interlocal Agreement is to develop partnerships and work cooperatively with other agencies in order to reduce project costs and eliminate duplication of services. In the event that the income received from the partnership exceeds the flight cost ($69,580.00), an equitable proportioned financial credit shall be provided to each partner agency. This situation may occur if additional agencies join the partnership. Reimbursements, if any, will be provided by Tulalip Tribes by the end of the fiscal year in which the flight occurs. 5.4 Pictometry Product Payment Dates: The Tulalip Tribes will invoice the Customer for payment after each of the following Pictometry payment dates: the date of the contract signing, the date of the initial shipment of the imagery, and the date of the first anniversary of the shipment of the imagery. According to the percentage of the total used in the pro-rated fee sharing, 16.40%, the amounts of each payment are:  Contract signing - $1,426.00  Initial shipment - $4,279.00  First anniversary of shipment - $5,705.00 5.5 Section Removed 5.6 Connect Online License Sharing: As specified in section 1.1.6, Tulalip Tribes and the Customer(s) have the ability to share a Pictometry Connect license package for access to the Pictometry Connect online service. Licenses are concurrent and organizations c an have up to 5 times as many accounts set up as concurrent licenses. Tulalip Tribes will share their existing Pictometry Connect licenses according to the same pro -rated fee sharing structure as used for the Pictometry flight fees. Tulalip Tribes will share 16.40% of the licenses available to them through their Pictometry Connect license and the Customer will pay Tulalip Tribes 16.40% of their total Pictometry Connect license annually. Tulalip Tribes will send out and invoice for the agreed upon number of licenses and will provide the Customer with an Administration license account for their sub-organization. The Customer will be responsible to maintain the user license accounts for their individual organization. Currently Tulalip Tribes has a basic level Pictometry Connect license costing $2,200.00 and providing 250 license. According to the fee sharing structure, the Customer will agree to pay $360.80 and receive 41 licenses. These fees may be recalculated annually due to increases in the Pictometry C onnect licensing or the need to expand the total number of licenses. 5.7 Use of Pictometry Products by Contractors: Pictometry will allow, under certain conditions, the Customer to provide Pictometry products to contractors that are performing services to the Customer for compensation. These conditions are described in Exhibit B, Master Agreement between Pictometry International and Tulalip Tribes. . The Customer is responsible for adhering to Pictometry’s terms and conditions of the Master Agreement between Pictometry International and the Tulalip Tribes (Exhibit B). 6.0 AGREEMENT TERM AND TERMINATION 6.1 Agreement Term: This Agreement commences upon execution by signature of both parties and shall terminate 2 years after the execution date. 6.2 Termination: Any party hereto may terminate this Agreement upon thirty (30) days’ notice in writing either personally delivered or mailed postage -prepaid by certified mail, return receipt requested, to the party’s last known address for the purposes of giv ing notice under this paragraph. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. 6.3 Termination for Cause Right to Cure and Payment: If the Tulalip Tribes or Customer does not fulfill in a timely and proper manner their performance obligations under this Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give the other party written notice of such failure or violation. The responsible party will correct the violation or failure within 30 working days. If the failure or violation is not corrected, this Agreement may be terminated immediately by written notice from the aggrieved party to the other party. Upon termination of this Agreement for cause, Customer will pay for services rendered prior to the effective date of the termination. An equitable adjustment in the agreement price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. 7.0 MISCELLANOUS AGREEMENT PROVISIONS 7.1 Payment of Taxes: If the Tulalip Tribes are required to pay sales or use tax in order to provide service under this Agreement, such taxes will be billed to Customer. 7.2 Invoices and Late Payment: The Tulalip Tribes will invoice Customer when products are delivered and accepted. Payment is due upon receipt of invoice by Customer and becomes delinquent 30 days thereafter. A late payment charge may be applied to any remaining balance 60 days after invoice. Late payment charges, if any, will be imposed on the unpaid balance at the rate of 1% per month. Agreements with balances more than 90 days past due may be terminated under the TERMINATION FOR CAUSE provision of this Agreement, and services discontinued. Amounts disputed by the Customer are not subject to late payment charges. 7.3 Disputes: The Customer will promptly notify the Tulalip Tribes of disputes regarding invoices, or of services which the Customer believes do not conform to the agreed upon terms of this Agreement or Work Order. 7.4 Venue and Choice of Law: The Parties agree that any disputes arising out of or relating to this Agreement shall be resolved by mediation with a mediator jointly selected by the parties. If the parties are unable to reach a negotiated resolution through mediation, then the parties agree to submit the same to JAMS or its successor for final, binding arbitration. Arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The costs of mediation and/or arbitration shall be shared equally and each party shall be responsible for its own legal fees. The arbitration decision shall be final and may be enforced in any court of competent jurisdiction. 7.5 Assignment: This Agreement may not be assigned by either party to a third party without the prior written consent of both County and Customer. 7.6 Waiver: Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shall be held to be waived, modified or deleted except by an instrument, in writing, signed by th e parties hereto. 7.7 Severability: In the event any term or condition of this Agreement or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications of this Agreement which can be given effect without the invalid term, condition, or application. To this end the terms and conditions of this Agreement are declared severable. 7.8 Party Representatives: Listed below are the partied representatives for purposes of carrying out this Agreement. All notices and communications which may be required by this Agreement shall be in writing and may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid. Customer: City of Arlington Public Works Department 154 W Cox Ave Arlington, WA 98223 Contact: Katie Heim, GIS Manager Phone No: (360) 403-3536 E-mail: kheim@arlingtonwa.gov Tribe: Tulalip Tribes, GIS Department 6406 Marine Drive Tulalip, WA 98271 Contact: Eiko Toguchi, GIS Manager Telephone Number: (360) 716-5157 E-mail: etoguchi@tulaliptribes-nsn.gov DATED this day of , 2017. CITY OF ARLINGTON TULALIP TRIBES, WASHINGTON Exhibit A The following is a Tulalip Tribes GIS Work Order Form sample as specified in the Section 5.5.1 (Work Order) of the Agreement: Tulalip Tribes GIS Work Order REQUESTED BY: WORK APPROVAL SIGNATURE: X W.O. NUMBER: GIS-MMDDYYYY-001 W.O. DATE REQUESTED BY WORK BY INVOICE # FOR BILL TERMS Net 30 PRODUCT DESCRIPTION APPROX. HOURS / QNTY RATE AMOUNT Note: This information serves as a cost estimate only and not an invoice or bid. The costs are based on a cost allocation and time and materials and may very from the initial estimate by 10%. We will contact you if these costs appear to be greater than 10%. Subtotal Sales Tax N/A Shipping & Handling Other TOTAL COST ESTIMATE $0 COMMENTS: Cost Estimate Only Exhibit B Master Agreement between Pictometry International and Tulalip Tribes (Authorized Subdivisions are required to follow the conditions set forth in this Master Agreement)