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HomeMy WebLinkAboutContract CAG-18-045 INSTALLATION AGREEMENT This installation and maintenance agreement("Agreement")is between the CITY OF KENT,a Washington municipal corporation("Kent"), and the CITY OF RENTON,a Washington municipal corporation ("Renton"). RECITALS A. The East Valley Highway Pavement Preservation Project includes grinding and a full-width asphalt concrete pavement overlay of the entire roadway from S. 180th Street to S. 196th Street(the"Project"). B. The Project will impact Renton's existing northbound traffic detection system ("traffic loops") within the pavement at the intersection of S. 180th Street and East Valley Highway("Intersection"), when the existing pavement is planed. All of the existing traffic loops for northbound traffic on the south side of the Intersection will be damaged(see exhibit 1). C. Renton has requested that any traffic loops impacted by the Project be replaced with a vehicle detection system("System") comparable in price to traffic loops. D. Kent agrees to purchase and install a System comparable in price to traffic loops as part of the Project. Renton agrees after acceptance of the System, to assume responsibility for all maintenance, operations and repairs of the System. The parties therefore agree as follows: AGREEMENT 1. Term and Termination 1.1 This Agreement is effective on the date it is fully executed by both Parties and shall remain in effect until Renton signs the Vehicle Detection System Acceptance Form, unless terminated sooner as provided herein. Kent anticipates that the Project will be completed on or before November 1, 2018. 1.2 Either party may terminate the Agreement by written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after its receipt of written notice of breach. Any extra costs, expenses or damages incurred by the non-defaulting party as a result of such termination shall be borne exclusively by the defaulting party. The rights and remedies under this provision are in addition to any other rights or remedies available to the non-defaulting party under contract or applicable law. Termination of the Agreement shall not relieve the defaulting party of any obligations which arise out of work performed prior to the effective date of termination. 1.3 Kent may terminate the Agreement by providing 30 (thirty) days' written notice to Renton if the Project is cancelled, substantially delayed or altered to no longer impact the traffic loops. 2. Kent Responsibilities 2.1 Kent shall purchase and install a System to replace any traffic loops damaged as a result of the construction of the Project. Kent shall only be responsible for purchasing and installing a System that is comparable to the price of replacement traffic loops. Kent shall not be responsible for providing a replacement System of better or upgraded quality than that of any damaged traffic loops. 2.2 Kent shall present the System design to replace any damaged traffic loops to Renton for approval. 2.3 Kent shall obtain all necessary permits for the installation of the System. 2.4 Kent shall provide the engineering, administrative, inspection and clerical services required for the completion of the Project and installation of the System. 3. Renton Responsibilities 3.1 Renton shall review the design of the proposed System and either approve the design or suggest a comparable alternative within 15 days. Approval shall be deemed granted if Renton fails to approve the design or suggest a comparable alternative within 15 days. 3.2 Following installation of the System, Renton shall inspect the System, and either approve the installation or within 15 days provide a punchlist of corrections to Kent. Approval shall be deemed granted if Renton fails to approve the installation or provide a punchlist of corrections within 15 days. 3.3 After Renton accepts the System, Renton shall assume ownership for the System and be responsible for the operation, repair and maintenance of the System. This Agreement shall not be construed as an assumption by Kent of any authority, responsibility or liability with regard to the design, construction, reconstruction, repair, maintenance, or operation of the System. 4. Indemnification 4.1 Each party will defend, indemnify and hold harmless the other party, its officers, officials, employees and agents, from and against any and all third party claims, and any resulting costs, damages and liability, for bodily injury (including death) or property damage to the extent the same is caused by such party's breach of this Agreement or its negligence or willful misconduct in the performance of its obligations under this Agreement. 4.2 Solely to the extent required to enforce the indemnification provisions of this section 4.2, each party waives its immunity under Title 51 RCW, Industrial Insurance; provided, however, this waiver shall not in any way preclude either party from raising such immunity as a defense against any claim brought against such party by any of its employees. This waiver has been mutually negotiated by the parties. 4.3 This section shall survive the expiration or termination of the Agreement. 5. Dispute Resolution 5.1 If a dispute arises between Kent and Renton regarding this Agreement that cannot be resolved by routine meetings or communications, the parties agree to seek resolution of the 'dispute in good faith in a meeting between a department director or designee of each party. If the parties are not able to resolve the dispute within 30 days following this meeting, then either party may pursue any legal remedy available in a court of law or the parties may agree to submit the matter to mediation or other alternate dispute resolution process. If the parties agree to submit the matter to mediation and the matter is not resolved as part of that mediation, then either party shall be entitled to pursue any legal remedy available in a court of law. 5.2 This Agreement has been made pursuant to, and shall be construed according to, the laws of the State of Washington. Any legal proceedings to enforce any provision of this Agreement may only be brought in the Superior Court of King County, Washington. 6. Notices Unless otherwise directed in writing by a party, all notices under this Agreement shall be delivered to each party as follows: KENT RENTON City of Kent City of Renton 220 Fourth Avenue South 1055 S. Grady Way Kent, WA 98032 Renton,WA 98057 Attn: Eric Connor Attn: Eric Cutshall econnor@kentwa.gov ecutshall@rentonwa.gov 7. Miscellaneous 7.1 Compliance with Laws. The parties shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the performance of this Agreement. 7.2 Nonwaiver of Breach. The failure of a party to insist upon strict performance of any of the terms and rights contained herein, or to exercise any option herein conferred in one or more instances, shall not be constructed to be a waiver or relinquishment of those terms and rights and they shall remain in full force and effect 7.3 Attorney's Fees. To the extent not inconsistent with RCW 39.04.240, in any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit a party's right to indemnification under Section 4 of this Agreement. 7.4 Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of this Agreement, unless otherwise notified. Any written notice shall become effective upon delivery,but in any event three(3) calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated on this Agreement. 7.5 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 of the affected parties. 7.6 Severability. If any one or more sections, sub-sections, or sentences of this Agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this Agreement and the remainder shall remain in full force and effect. 7.7 Relationship. It is understood and agreed that no agency, employment,joint venture, co- employer or partnership is created by this Agreement. No party hereto shall (i) have the power or authority to act for another in any manner to create obligations or debts which would be binding upon another, and; (ii) be responsible for any obligation or expense whatsoever of another. 7.8 Force Majeure. Parties shall not be deemed to be in breach of this Agreement if unable to perform their respective obligations hereunder as a result of the occurrence of an event of"force majeure," which shall include, but not be limited to, acts of God, acts of the government of the United States or of any state or political subdivision thereof, strikes, civil riots or disturbances, fire, floods, explosions, earthquakes, wind, storms, hurricanes, lightning or other similar catastrophes or other causes beyond the parties' reasonable control. The scope of events of force majeure shall not extend to payment of money owed hereunder. 7.9 Entire Agreement. The written provisions and terms of this Agreement, together with any attached Exhibits, supersede all prior verbal statements by any representative of the City, and those statements shall not be construed as forming a part of or altering in any manner this agreement. This Agreement and any attached Exhibits contain the entire Agreement between the parties. Should any language in any Exhibit to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. , This Agreement will take effect on the last date entered below. ",9-)1(7 City of n o uthorizedgnature City of Kent Authorized Signature Ciy-e o, 71(.11'0E4'Ira() 4,11 eliottAlt:Pie < inted Signature Namel 7 f .n6dorrinted Signature Name ,73/))-/d-Z)\ S? 3/7,,ceh Date Date PUBLIC WORKS DEPARTMENT Timothy J. LaPorte, P.E. Public Works Director 400 West Gowe ® Kent, WA 98032 KENT Fax: 253-856-6500 WASHINGTON PHONE: 253-856-5500 Vehicle Detection System Acceptance Agency City of Renton Street Address 1055 S. Grady Way City State Zip Renton WA 98057 City Project Number Federal Aid Project Number 17-3003 STPUL-1073(005) Project East Valley Highway Pavement Preservation; S. 180th St. to S. 196th St. Location S. 180th Street and East Valley Highway (south of intersection) Date Work Physically Completed Agency's Certification I, the undersigned, certify that I am authorized to sign for the Agency; that I have carefully examined the vehicle detection system and confirmed its proper installation and that it is fully operational, and that I am authorized and do hereby release the City of Kent from any and all responsibilities regarding the vehicle detection system. Date Agency Authorized Signature Printed Signature Name