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GCB 2197
COOPERATIVE AGREEMENT
City of Renton Project Coordinator
1-405 — SR 167 Interchange Direct Connector Project
THIS Agreement is made and entered into by the City of Renton (CITY) and the Washington
State Department of Transportation (WSDOT), collectively referred to as the "Parties" and
individually referred to as "Party."
WHEREAS, WSDOT, in the interest of providing congestion relief in the 1-405 Corridor,
proposes improvements along 1-405 and SR 167 within the CITY in a project known as the
1-405, SR 167 Interchange Direct Connector project (Project); and
WHEREAS, WSDOT will construct the Project using the design -build method of project delivery;
and
WHEREAS, the design -build method of project delivery moves faster than in the typical design -
bid -build method of project delivery; therefore, expedited CITY review of the design elements
will be required; and
WHEREAS, the CITY does not have sufficient staff resources for the review and coordination of
the Project design elements within the expedited time frames of this Project without retaining a
CITY Project Coordinator; and
WHEREAS, the Parties deem it beneficial to have a CITY Project Coordinator to serve as a
liaison for the CITY to coordinate and expedite review of Project submittals; and
WHEREAS, WSDOT is committed to reimburse the CITY for costs that are directly related to
services rendered solely for the Project by a CITY Project Coordinator,
NOW, THEREFORE, pursuant to Revised Code of Washington (RCW) 39.34.080, which
authorizes a public agency to contract with another public agency to perform any governmental
service that each public agency is authorized to perform, and in consideration of the terms,
conditions, covenants, and performances contained herein, IT IS MUTUALLY AGREED AS
FOLLOWS:
1.0 DESIGNATED REPRESENTATIVES
1.1 The CITY Project Coordinator will serve as the CITY's Project liaison.
1.2 WSDOT's 1-405 Project Engineer will serve as the WSDOT's Project liaison.
2.0 GENERAL
2.1 WSDOT and the CITY agree that it is to the benefit of both Parties for WSDOT to fund
the temporary position of CITY Project Coordinator, in order to facilitate communication
and coordination between WSDOT and the CITY.
2.2 The individual serving in the capacity of CITY Project Coordinator shall be a Civil
Engineer III or greater.
2.3 The CITY shall consult with WSDOT on its choice of the individual chosen to serve as
the CITY Project Coordinator. WSDOT shall have the authority to reject the individual
the CITY has chosen to fill the CITY Project Coordinator position.
2.4 The CITY may not change the individual serving in the capacity of CITY Project
Coordinator at any time without first receiving the written authorization of WSDOT.
2.5 The CITY Project Coordinator shall consult with WSDOT's 1-405 Project Engineer, on a
basis to be mutually agreed upon by WSDOT's 1-405 Project Engineer and the CITY, for
the purpose of Project activity and priority direction.
2.6 WSDOT shall only fund those hours worked by the CITY Project Coordinator for
activities directly related to the Project. All other hours not directly related to the Project
worked by the person serving as CITY Project Coordinator shall be paid by the CITY.
2.7 The Parties agree that WSDOT shall pay an all-inclusive flat -rate for work by the CITY
Project Coordinator, as outlined in Section 7.0.
2.8 The CITY may require the CITY Project Coordinator to work in excess of forty (40) hours
per week. Even if the CITY Project Coordinator works more than forty (40) hours per
week on Project -related activities, the CITY shall bill WSDOT, to the nearest fifteen (15)
minute increment, at the agreed upon all-inclusive flat -rate outlined in Section 7.0.
2.9 In the event the CITY Project Coordinator is absent, the CITY will assign a designee to
act in the stead of the CITY Project Coordinator. The designee shall also be subject to
the terms and conditions of Section 2.2. The CITY's designee acting on behalf of the
CITY Project Coordinator shall serve no more than ten (10) consecutive business days
without WSDOT approval. If the CITY Project Coordinator is absent for more than ten
(10) consecutive business days, the CITY shall name a replacement, temporary or
otherwise, subject to the terms and conditions outlined in Sections 2.2, 2.3, and 2.4.
2.10 If WSDOT is unable to resolve to its satisfaction a dispute regarding the CITY Project
Coordinator, upon following the dispute resolution process specified in Section 8.0, the
WSDOT shall have the authority to request a replacement to fill the CITY Project
Coordinator position.
2.10.1 WSDOT's written request for replacement shall be submitted to the CITY, and
the CITY shall have thirty (30) calendar days to comply. The CITY shall name
a replacement CITY Project Coordinator subject to the terms and conditions
outlined in Sections 2.2 and 2.3.
2.10.2 In the event that the CITY does not comply within thirty (30) calendar days, this
Agreement shall be considered terminated and the Parties will be released
from any further obligations under this Agreement.
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3.0 CITY RESPONSIBILITIES
3.1 The CITY agrees to pay the CITY Project Coordinator and administer all employee
benefits in accordance with the CITY's employment policies.
3.2 The CITY agrees that the CITY Project Coordinator shall be required to submit a
monthly activity report to the WSDOT of actual hours worked performing the tasks listed
in Section 5.0. The activity report shall include a daily accounting of specific activities
performed and specific hours worked to accomplish the tasks. The activity report shall
be submitted to the WSDOT by the fifteenth (15) day of the month following any month
in which the CITY Project Coordinator had at least fifteen (15) minutes of work to report.
WSDOT will review the hours worked and, if accurate, will approve reimbursement to the
CITY at the mutually agreed upon rate identified in Section 7.1.
3.3 The CITY Project Coordinator will be responsible for facilitating all Project -related
communication between WSDOT and CITY staff as well as expediting CITY review of all
Project -related submittals. This coordination of efforts with WSDOT will take place
through WSDOT's 1-405 Project Engineer.
4.0 WSDOT RESPONSIBILITIES
4.1 WSDOT's 1-405 Project Engineer, or designee, will be responsible for facilitating all
Project -related communication between the CITY Project Coordinator and WSDOT staff
as well as providing Project -related submittals to the CITY Project Coordinator. This
coordination of efforts with the CITY will take place through the CITY Project
Coordinator.
5.0 SCOPE OF WORK
5.1 The CITY Project Coordinator shall serve as a liaison between WSDOT's 1-405 Project
Engineer and CITY staff.
5.2 The CITY Project Coordinator shall represent the CITY in design -build task force
meetings and ongoing informal reviews during the design and construction of the
Project, which is estimated to be between June 2016 and December 2018. The CITY
Project Coordinator shall be responsible for informing the appropriate CITY staff of
discussions and decisions made at task force meetings.
5.3 The CITY Project Coordinator shall circulate Project submittals to appropriate CITY staff
and ensure timely CITY review. The CITY Project Coordinator shall be responsible for
expediting those reviews, with the goal of limiting the CITY's Project submittal review
period to the specific timeframes and conditions agreed upon in Section 3.0 of GCB
2274.
6.0 SUPERVISION AND INDEPENDENT CAPACITY
6.1 The CITY Project Coordinator engaged in the performance of this Agreement shall
continue to be an employee of the CITY and shall not be considered, for any purpose, to
be an employee of WSDOT.
6.2 The CITY shall be responsible for the supervision of the CITY Project Coordinator.
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7.0 PAYMENT
7.1 WSDOT, in consideration of the faithful performance of work to be done by the CITY
Project Coordinator or authorized designee, agrees to pay the CITY an all-inclusive flat -
rate of Eighty Dollars ($80.00) per hour, which includes all costs and benefits outlined in
Sections 7.2 and 7.3, for a Civil Engineer III or higher. The all-inclusive flat -rate shall be
billed, to the nearest fifteen (15) minute increment, for all hours worked in order to
perform the specific tasks listed in Section 5.0. The Eighty Dollars ($80.00) per hour all-
inclusive flat -rate shall serve as full compensation to the CITY for each hour of work
performed by the CITY Project Coordinator, up to a maximum of fifteen hundred (1500)
hours.
7.2 The Parties agree that the all-inclusive flat -rate shall be considered to include, but not be
limited to, all costs associated with administrative costs, travel expenses, overtime, as
well as medical insurance, retirement contributions, sick leave and vacation, and labor
and industry payments. The CITY shall bear all actual costs of employing the CITY
Project Coordinator that may be higher than the rate identified in Section 7.1.
7.3 The Parties agree that the all-inclusive flat -rate shall be considered to include all direct
or indirect costs for materials and supplies necessary for performance of the
position. Additionally, the all-inclusive flat -rate shall be considered to include, but not be
limited to, auto and travel expenses, lodging, use of computer equipment, office space
rental and utilities, office supplies, copy machines, or any other material costs. All costs
necessary for performance of the position that may exceed the all-inclusive flat -rate shall
be borne solely by the CITY.
7.4 The maximum amount payable by WSDOT to the CITY under this Agreement is One
Hundred Twenty Thousand Dollars ($120,000).
7.5 The CITY agrees to submit, not more than once a month, a billing to WSDOT
summarizing the hours worked each day by the CITY Project Coordinator. The monthly
activity report listed in Section 3.2 of this Agreement shall be submitted as an
attachment to the monthly billing.
7.6 Upon receipt of the monthly billing and the accompanying activity report, and upon
WSDOT concurrence of the hours worked, the WSDOT agrees to reimburse the CITY
within thirty (30) calendar days of receipt of an approved invoice.
7.7 In consideration for review services rendered by the CITY on behalf of the Project
WSDOT will reimburse the CITY a one-time payment of Thirty Three Thousand One
Hundred Twenty Dollars ($33,120). WSDOT agrees to reimburse said amount to the
CITY within thirty (30) calendar days of the execution of this Agreement.
8.0 DISPUTE RESOLUTION
8.1 In the event that issues arise regarding the CITY Project Coordinator that are not
addressed in this Agreement, the Parties agree to work quickly and collaboratively to
determine a resolution using the following guidelines.
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8.1.1 Informal Resolution. The informal resolution process begins at the staff level and is
raised to higher organizational levels, if necessary. The levels of resolution are
described below.
8.1.1.1 The CITY's Project Coordinator and the WSDOT's I-405 Project Engineer shall
jointly cooperate to informally resolve any dispute as quickly and efficiently as
possible.
8.1.1.2 If unresolved, the CITY's Deputy Public Works Administrator and the WSDOT's
1-405 Construction Manager shall jointly cooperate to informally resolve any
dispute as quickly and efficiently as possible.
8.1.2 Written Notice. If the dispute cannot be resolved at any of the levels described
above, the CITY's Public Works Administrator and the WSDOT's 1-405 Project
Director shall notify each other in writing of any dispute needing resolution.
8.2 Each Party agrees to compromise to the fullest extent possible in resolving the dispute in
order to avoid delays and minimize costs.
9.0 INDEMNIFICATION
9.1 The Parties shall protect, defend, indemnify, and hold harmless each other and their
employees, authorized agents, and/or contractors 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,
each Party's obligations to be performed pursuant to the provisions of this Agreement.
The Parties shall not be required to indemnify, defend, or hold harmless the other Party
if the claim, suit, or action for injuries, death, or damages (both to persons and/or
property) is caused by the negligence of the other Party; provided that, if such claims,
suits, or actions result from the concurrent negligence of (a) WSDOT, its employees,
authorized agents, or contractors and (b) the CITY, its employees or authorized agents,
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 the negligence of each Party,
its employees, authorized agents, and/or contractors.
9.2 WSDOT and the CITY agree that their obligations under this Section extend to any
claim, demand, and/or cause of action brought by, or on behalf of, any of its employees
or agents. For this purpose, the Parties, by mutual negotiation, hereby waive, with
respect to the other Party only, any immunity that would otherwise be available against
such claims under the Industrial Insurance provisions of Title 51 RCW.
9.3 This indemnification and waiver shall survive the termination of this Agreement.
10.0 AMENDMENT
10.1 This Agreement may be amended or modified only by mutual agreement of the Parties.
Such amendments or modifications shall not be binding unless they are in writing and
signed by persons authorized to bind each of the Parties.
10.2 Either Party may request modifications to this Agreement. Such modifications shall be
mutually agreed upon by written amendments and/or supplements to this Agreement.
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No variation or alteration of the terms of this Agreement shall be valid unless made in
writing and signed by authorized representatives of the Parties hereto.
11.0 ALL WRITINGS CONTAINED HEREIN
11.1 This Agreement contains all the terms and conditions agreed upon by the Parties to this
Agreement. No other understanding, oral or otherwise, regarding the subject matter of
this Agreement shall be deemed to exist or to bind any of the Parties hereto.
12.0 GOVERNANCE
12.1 This Agreement is entered into pursuant to, and under the authority granted by, the laws
of the State of Washington and applicable federal laws. The provisions of this
Agreement shall be construed to conform to those laws.
13.0 EFFECTIVENESS AND DURATION
13.1 This Agreement is effective upon execution by both Parties and will remain in effect until
completion of the Project construction contract, or until 1-405 SR 167 Interchange Direct
Connector GCB 2274 Renton Design Construction Coordination agreement is
terminated pursuant to the termination clauses of that agreement, whichever occurs
earlier.
14.0 SEVERABILITY
14.1 If any provision of this Agreement, or any provision of any document incorporated by
reference, shall be held invalid, such invalidity shall not affect the other provisions of this
Agreement that can be given effect without the invalid provision, if such remainder
conforms to the requirements of applicable law and the fundamental purpose of this
Agreement, and to this end the provisions of this Agreement are declared to be
severable.
15.0 TERMINATION
15.1 This Agreement may be terminated by either Party upon thirty (30) calendar days
advanced written notice to the other Party. WSDOT shall be responsible for reimbursing
the CITY for all hours worked by the CITY Project Coordinator under the terms of this
Agreement prior to the date of termination. WSDOT shall not be responsible for
reimbursing the CITY for any hours worked by the CITY Project Coordinator after the
date of termination of this Agreement, even if that work is directly related to the Project.
16.0 VENUE
16.1 In the event that either Party deems it necessary to institute legal action or proceedings
to enforce any right or obligation under this Agreement, the Parties hereto agree that any
such action or proceeding shall be brought in the superior court situated in Thurston
County, Washington. It is further agreed that each Party shall be solely responsible for
its own costs and attorney's fees.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the latest
written date below:
CITY OF RENTON
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By (signature):
Denis Law
Mayor
Date:
APPROVED AS TO FORM:
Shane Moloney
By (print):
By (signature):
City Attorney
Date:
WASHINGTON STATE
DEPARTMENT OF TRANSPORTATION
(signature):
Kim Henry
ARA Design -Build & 1-405/S 67
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Date:
APPROVED AS TO FORM:
5404f- 1-06&10006
By (print):
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By signature):
Assistant Attorney General
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Date
ATTEST:
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By (signatu e):
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Jason Set , City Clerk
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