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HomeMy WebLinkAboutContract CAG-11-034 SR 167 FUNDING AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF TRANSPORTATION AND THE CITY OF RENTON GCA 6689 - SR 167 /—Rainier Avenue South Transit Improvement Project This Agreement is entered into by and between the STATE OF WASHINGTON Department of Transportation(STATE) and the CITY OF RENTON, a Washington municipal corporation having its principal place of business at 1055 South Grady Way, Renton, WA 98057-3232 (CITY). WHEREAS, the CITY is planning the construction of a roadway improvement project, entitled, "Rainier Avenue Transit Improvement Project," SR 167, M.P. 26.41 to M.P. 27.28, hereby referred to as the "CITY PROJECT," and WHEREAS, the STATE has developed a roadway preservation project titled, "SR 167, South Grady Way to South 7th Street,"hereinafter the"STATE PROJECT,"which requires the performance of certain road work within the physical boundaries of the CITY PROJECT, and WHEREAS, the STATE has agreed to allow the CITY to perform Hot Mix Asphalt ("HMA") resurfacing and other associated work directly related to the resurfacing, collectively the "Work," that had originally been planned to be part of the STATE PROJECT, thereby relieving the STATE of any obligation to perform the Work, and to include performance of the Work in the scope of the CITY PROJECT in those locations within the CITY PROJECT where the CITY plans to widen a section of SR 167, from South Grady Way to South 7th Street, MP 26.44 to MP 26.71, and WHEREAS, the CITY acknowledges that State Route 167 is part of the National Highway System, and as such, the CITY agrees that it shall comply with Federal regulations for asphalt testing and administer the CITY PROJECT in accordance with the STATE's Local Agency Guideline (LAG), NOW, THEREFORE,pursuant to RCW 47.28.140, RCW 47.24.020, and RCW 47.08.070, the above recitals that are included herein as if fully set forth below, and in consideration of the provisions, terms, conditions, and performances contained herein or attached hereto and incorporated and made part hereof, IT IS MUTUALLY AGREED AS FOLLOWS: 1. GENERAL 1.1 The STATE shall contribute a maximum amount of Five Hundred Thousand Dollars ($500,000.00) toward the Work to be performed by the CITY as part of the CITY PROJECT. The CITY agrees to construct an overlay of HMA '/z Inch PG 64-22 at a compacted depth of 0.15 feet, and other associated work on SR 167, from M.P. 26.44 to M.P. 26.71. 1.2 The Parties agree that the CITY shall submit to the STATE for review and approval only those documents pertaining to the Work to be performed under this Agreement and that the STATE's review and approval of those documents shall be governed by the processes provided for in the STATE's LAG Manual (M36-63), which shall by this reference be incorporated as Exhibit A to this Agreement as if fully attached. I GCA 6689 1.3 The Parties acknowledge that this Agreement does not contain funding for the STATE's direct salary costs and related direct non-salary costs for qualified asphalt testing. If the CITY elects to use the.STATE to perform qualified asphalt testing, it is the intent of the Parties that they will enter into a separate agreement for payment of such costs incurred by the STATE. 2. PAYMENT 2.1 The STATE agrees to reimburse the CITY for actual direct salary and related direct non- salary costs associated with performance of the Work in an amount not to exceed Five Hundred Thousand Dollars ($500,000.00). 2.2 The CITY understands and agrees that Five Hundred Thousand Dollars ($500,000.00) is federally funded and is the maximum amount that the STATE will reimburse for the Work to be performed by the CITY. 2.3 The Parties acknowledge that Reciprocal Overhead Agreement OH00016 is applicable to this Agreement. 2.4 Upon completion of the Work, the CITY shall follow the invoice procedures outlined in A or B as follows: A. Submit one inclusive first and final itemized billing invoice to the STATE's representative, Ed Conyers,NWR Local Programs Engineer, PO Box 33010, Seattle, WA 98133-97010, for the direct costs associated with performance of the Work not to exceed $500,000.00. The STATE shall provide payment in full within thirty (30) calendar days upon receipt of an itemized invoice from the CITY. The invoice shall be clearly labeled"First and Final." If the STATE objects to all or any portion of the invoice, the STATE shall notify the CITY within twenty(20) calendar days after receipt of the CITY invoice. If only a portion of the invoice is disputed,the STATE agrees to pay the undisputed portion of the invoice. The Parties shall immediately make every effort to settle the disputed portion of any invoice. B. Submit itemized progress invoices to the STATE for the actual direct salary and related direct non-salary costs for the Work up to but not to exceed$500,000.00. The STATE shall provide payment in full to the CITY within thirty(30) calendar days of receipt of an itemized invoice. No more than one invoice per month shall be submitted to the STATE by the CITY. It is agreed that any such partial payment shall not constitute agreement as to the appropriateness of any item and that, at the time of final payment, all required adjustments will be made and reflected in a final payment. 2.5 The CITY understands and agrees that all itemized invoice(s) shall be received by the STATE on or before June 30, 2013. 2 GCA 6689 `✓ rrl 3. MAINTENANCE AND OPERATIONS 3.1 The CITY agrees to assume responsibility for all maintenance and operations for the roadway surface within that portion of SR 167 between M.P. 26.44 and M.P. 26.71 that is used for state highway purposes, from the date of execution of this Agreement until the STATE accepts the CITY's Work, as set forth in Section 10. 4. DEFAULT 4.1 ' Should the CITY default on the terms of this Agreement, the STATE may assume responsibility for and perform the Work. 4.2 The CITY agrees to reimburse the STATE for any default by the CITY and/or its contractor that caused the STATE to correct the Work. The CITY agrees to reimburse the STATE for costs associated with said corrective Work within thirty (30) calendar days from receipt of detailed invoice. 5. TERMINATION 5.1 This Agreement shall terminate, except as otherwise provided herein, when the Work is completed, the Work has been accepted by the STATE, and payment is received. Neither the STATE nor the CITY may request termination of this Agreement without the concurrence of the other Party. Termination shall be in writing and signed by both Parties. 6. NOTICE 6.1 All communications regarding this Agreement shall be sent to the Parties at the addresses listed below,or at such other address as given pursuant to this Section, and shall be effective three days after the date of the communication. City of Renton Transportation Planning&Programming Attention: Jim Seitz 1055 South Grady Way Renton,WA 98057 Washington State Department of Transportation Local Programs Attention: Ed Conyers P.O.Box 330310 NB82-121 Seattle.WA 98133-9710 7. TERM OF AGREEMENT 7.1 This Agreement shall begin on the date this Agreement is entered into and terminate upon completion of all obligations by the Parties pursuant to the provisions of this Agreement. 3 GCA 6689 Termination,pursuant to Section 5, shall not relieve the Parties of their respective obligations up to the date of termination. 8. AUDIT and RECORDS 8.1 During construction of the CITY PROJECT and for a period of not less than three (3) years from the date of final payment by the STATE, the records and accounts pertaining to the construction of the Work shall be maintained and made available by the CITY for inspection and audit by the state and federal'government and for use in the event of any litigation, claim or other necessary purpose. 9. INDEMNIFICATION 9.1 The CITY shall protect, defend, indemnify, and hold harmless the STATE, its officers, officials, employees, and agents, while acting within the scope of their employment as such, from any and all costs, claims,judgments, and/or awards of damages (both to persons and/or property), arising out of, or in any way resulting from the CITY's construction, operation and/or maintenance of the CITY PROJECT and the Work to be performed pursuant to the provisions of this Agreement. The CITY will not be required to indemnify, defend or save harmless the STATE if the claim, suit, or action for injuries, death, or damages (both to persons and/or property) is caused by the sole negligence of the STATE. Where such claims, suits, or actions result from the concurrent negligence of both Parties, or involves those actions covered by RCW 4.24.115, the indemnity provisions provided herein shall be valid and enforceable only to the extent of each Party's own negligence. 9.2 The indemnification shall survive the termination of this Agreement. 10. WORK ACCEPTANCE 10.1 Prior to STATE's acceptance of the Work, the CITY and the STATE will perform a joint final inspection of the Work performed by the CITY within the mile post limits of the STATE PROJECT which are within the physical boundaries of the CITY PROJECT. The STATE agrees, upon satisfactory completion of the Work, to deliver a letter of acceptance to the CITY for the Work performed by the CITY. The letter of acceptance shall not waive any potential claims against the CITY and its contractor for defective work or materials. The STATE reserves the right to require the CITY to remedy any and all Work deficiencies. 10.2 The STATE may reasonably withhold acceptance of the Work by submitting written notification to the CITY within sixty(60) calendar days following final inspection of the Work. This notification shall include specific reason(s) for withholding the acceptance. 10.3 If a letter of acceptance is not received by the CITY within sixty(60) calendar days following the joint final inspection, the Work shall be considered accepted by the STATE,but such acceptance shall not act to release the CITY from or waive any right or claim of the STATE for defective work or materials. 4 GCA 6689 11. AMENDMENT 11.1 This Agreement may be amended by mutual agreement of the Parties. Such amendments shall not be binding unless they are in writing and signed by persons authorized to bind each of the Parties. 12. ASSIGNMENT 12.1 Neither Party to this Agreement shall transfer or assign any right or obligation hereunder without the prior written consent of the other Party. 13. DISPUTE RESOLUTION 13.1 In the event that a dispute arises under this Agreement, it shall be resolved as follows: The CITY and the STATE shall each appoint a member to a disputes resolution board (Board). These two members shall then select a mutually agreeable third member, not affiliated with either Party to be part of the Board. The Board shall review all pertinent facts, data, contentions, and so forth to make a non-binding determination within thirty (30) calendar days of such referral. The Parties shall be responsible for their own costs, including attorney fees, and shall share equally the costs of the selected third Board member. 14. SEVERABILITY 14.1 Should any part, term or provision of this Agreement be determined to be invalid, the remainder of this Agreement shall not be affected, and the same shall continue in full force and effect. 15. VENUE 15.1 This Agreement shall be interpreted in accordance with the laws of the state of Washington. In the event either Party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this Agreement, the STATE and the CITY agree that the Superior Court of Thurston County, Washington, shall have exclusive jurisdiction and venue over any legal action arising under this Agreement. Further, the Parties agree that each will be solely responsible for payment of its own attorney's fees, witness fees, and costs. 16. WAIVER 16.1 A waiver of any breach by either Party shall not constitute a waiver of any subsequent breach. 5 GCA 6689 17. AUTHORIZED SIGNATURES 17.1 By their signatures below each Party represents that they have taken all necessary steps and are fully authorized to sign for and on behalf of the named principal above. IN WITNESS WHEREOF,the Parties hereto have entered into this Agreement as of the Party's date last signed below. STATE OF WASHINGTON CITY NTON DEPA OF TRANSPO AT N Denis Law R ssell S. East, P.E. Mayor Assistant Regional Administrator King and Snoho :x ies f�-1LI � 2 Date Date APP VED AS TO FORM: APP VED AS TO FORM: City Attorney Assistant Attorney Ge al 3 h .2-/o -il Date Date Attest: Bonnie I . Walton, City Clerk LP l�$� 6 GCA 64e9'