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AG 11-082RETURN TO: EXT: Z� � ���;� �'� CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATINGDEPT/DIV: PUBLIC WORKS / s fif 1 5 ORIGINATING STAFF PERSON: l7 �( �� v� j�i I� � r"�� EXT: � 7 Z� 3. DATE REQ. BY: 4. TYPE OF DOCUMENT �CHECK ONE�: ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ� ❑ PUBLIC WORKS CONTRACT ❑ ❑ PROFESSIONAL SERVICEAGREEMENT ❑ ❑ GOODS AND SERVICE AGREEMENT ❑ o REAL ESTATE DOCUMENT ❑ ❑ ORDINANCE ❑ ❑ CONTRACTAMENDMENT�AG#�: /� ❑ �OTHER z. i.��P f� C) i.'� (� lil WI C? �l c� fl Gt' � Q SMALL OR LIMITED PUBLIC WORKS CONTRACT MAINTENANCE AGREEMENT HUMAN SERVICES / CDBG SECURITY DOCUMENT �E.G. BOND RELATED DOCUMENTS� RESOLUTION 5. PROJECT NAME: �` � SO�it.�Ir� 3 �C� � S+ Y£' t T St7 vt�� �()O �{Vt� Q`�� l`oi v�tP CC>N s�T l'�tG� iC7h !� oi K aq P �+?�t 6. NAME OF CONTRACTOR: �� �C�T � ADDRESS: TELEPHONE: E-MarL: FAx: SIGNATURE NAME: TITLE: 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ UBI # , EXP. _/_/ 8. TERM: COMMENCEMENT DATE: �� 7' ` I I I COMPLETION DATE: 9. TOTAL COMPENSATION: $ �I �T ���.3 Q c � (INCLUDE EXPENSES AND SALES TAX, IF ANY� �1F CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: �YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ I Z� OZ1U� IS SALES TAX OWED: ❑ YES �IO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASECHARGETO: �,.L�U! • � ��" `� ` � i � � C.S� � J lO. DOCUMENT / CONTRACT REVIEW �` PROJECT MANAGER �--BPb7SI�1VI �l �'"� �DEPUTY DIRECTOR ��� ��� ��Law DEPT 11. COUNCIL APPROVAL �IF APPLICABLE� I IAL/DA E �EVIEWED �� � tl •7 ( COMMITTEE APPROVAL DATE: � ( I 12. CONTRACT SIGNATURE ROUTING ,� ��� � � .j� SENT TO VENDOR/CONTRACTOR DATE SENT: o ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS I� L/ DATE SIG iED 3�1� � LAW DEPT � 31 � SIGNATORY (MAYOR ��}, '2 � �I� ) `� CITY CLERK _ �ASSIGNED AG # AGi# _ �� � �� � SIGNED COPY RETURNED DATE SENT: '( I�jI � I �eR ONE ORIGINAL COMMENTS: � T.___..._ _._.._ �� '��� �,._.,,._.. . ,. D 1 ' � c f .. _ _ . _ _ _ . _ 1 .. . L1 /- INITIAL / DATE APPROVED COUNCILAPPROVALDATE: ._ � DATE REC' tC 11l9 CITY OF � Federal Wa y LE7TER OF TRANSMIITAL Date: March 24, 2011 To: WA State Dept of Transportation From: Shawna Upton, Administrative Assistant to Attn: Kathy Eldred Brian Roberts, P.E., Street Systems Project Engineer PO Box 330310 Seattle, WA 98133-9710 RE: I-5 South 320 Street Southbound Off Ramp Construction Management City of Federal Way • Public Works Department 33325 8"' Avenue South • Federal Way, WA 98003 Phone 253-835-2700 • Fax 253-835-2709 • www.citvoffederalway.com TRANSMITTED AS CHECKED BELOW: ❑ For Your Review ❑ As Requested � Please Return � For Your Approval � For Your Action ❑ For Your Information ❑ Under Separate Cover ❑ Other ❑ Via ITEMS�COPIES '�, DESCRIPTION • � � -• .� -- COMMENTS: Please execute the enclosed agreements and return one, fully-executed agreement to the Ciry for our records. Please mail the executed agreement to my attention at: Ciry of Federal Way Public Works Department Attn: Shawna Upton 33325 8�' Ave S Federal Way, WA 98003 If you have further questions, please contact Brian Roberts at 253.835.2723. cc: Project File C:\Documents and Settings\shawnau\Desktop\Contract Docs\Transmittal Letter Template - Blank.doc Day File CONSTRUCTION ADMINISTRATION BY STATE — ACT[TAL COST LOCAL AGENCY ADVERTISEMENT & AWARD OF LOCAL AGENCY PROJECT I 5 SOUTH 320 STREET SOUTHBOUND Agreement Number GCA 6680 Local Agency and Address: CITY of FEDERAL WAY, 33325 8�` Avenue South, Federal Way, WA 98003-6325. Northwest Region Description of Project: Widening the I-5 South 320 Street southbound off ramp to provide additional right and left turn lanes, modifying the existing signal system, providing storm water treatment and detention, and providing sidewalk ramps at the off-ramp intersection that meet the accessibility criteria associated with the Americans with Disabilities Act. LOCAL AGENCY Project Manager: Brian Roberts P. E., 33325 8�' Avenue South, Federal Way, WA 98003-6325, (253) 835-2723. STATE Project Manager: Aleta Borschowa, P.E., 6431 Corson Ave S, Seattle, WA 981Q8, (206) 76$ 5862, BORSCHA@wsdot.wa.gov. This Agreement is made and entered into between the STATE OF WASHINGTON DEPARTMENT OF TRANSPORTATION (STATE) and the above named Local Agency (LOCAL AGENCY). WHEREAS, the LOCAL AGENCY is planning the construction of a project as described in the Description of Project above and/or as further described in an attached exhibit, hereinafter the "Project," and WHEREAS, the Project is partially or entirely within state-owned limited access (LJA) right of way, and WHEREAS, the construction of the Project could significantly impact the safety, maintenance and operation of the state transportation system, and WHEREAS, the STATE deems it to be in the STATE's best interest for the STATE to provide construction administration for the Project in an effort to control and minimize impacts to the safety, maintenance and operation of the state transportation system, NOW, THEREFORE, pursuant to RCW 47.28.140 and/or chapter 39.34 RCW, the above recitals that are incorporated herein as if set forth below, and in consideration of the terms, conditions, and performances contained herein, and the attached Exhibit A, which is incorporated and made a part hereof, Page 1 of 12 IT IS MUTUALLY AGREED AS FOLLOWS: 1. PURPOSE � 1.1 The STATE, on behalf of the LOCAL AGENCY, agrees to perform construction administration for the Project, as further provided herein and pursuant to the attached ea�hibit. Exhibit A is the Cost Estimate. 2. DESIGN: STATE/LOCAL AGENCY APPROVAL 2.1 The STATE, pursuant to agreement No. GCA 6435, dated March 22, 2010 between the Parties, prepared the plans, specifications, and cost estimate (PS&E) for the Project, and the LOCAL AGENCY has accepted the PS&E pursuant to the terms of GCA 6435. 3. PERMITTING, RIGHT OF WAY, AD AND AWARD 3.1 The LOCAL AGENCY shall be responsible to secure the following for the Proj ect: (a) State Environmental Policy Act (SEPA) approval; (b) National Environmental Policy Act (NEPA) approval, if applicable; (c) All permits; and (d) Right of way, including temporary construction easements needed to construct the Project, and an executed STATE airspace lease, cooperative agreement or maintenance agreement, pursuant to Section 12.2, if required. 3.2 The LOCAL AGENCY shall advertise the Project for bids, prepare and issue any addenda, and award and execute the Project construction contract. Any Project addenda affecting state-owned L/A right of way must be reviewed and approved by the STATE prior to issuance. The LOCAL AGENCY may request the STATE to respond to bidder inquiries or develop addenda or other document related to questions from bidders. This request must be in writing. 3.3 The STATE shall respond to LOCAL AGENCY questions and provide information requested by the LOCAL AGENCY's Project Manager. This shall include but not be limited to, providing addenda to the contract plans, contract special provisions and engineering estimates. 4. CONSTRUCTION ADMINISTRATION 4.1 The STATE agrees to provide construction administration to include design support services for the LOCAL AGENCY's Project construction contract. The executed Project contract plans, addenda, and specifications (hereinafter Contract) are by this reference made a part of this Agreement as if fully attached and incorporated herein. Page 2 of 12 i � ; , , The STATE's Project Manager will provide all necessary services and tools to provide construction administration, including but not limited to: answering questions during advertisement, surveying, inspection, materials testing, and the representation necessary to administer the Contract construction to ensure that the Project is constructed in accordance with the Contract. 4.2 The LOCAL AGENCY may elect to have certain construction administration elements and/or tools provided in whole or in part by its contractor (hereinafter Contractor), if included as a Contract bid item, or by the LOCAL AGENCY. Any construction administration to be performed by the LOCAL AGENCY's Contractor or by the LOCAL AGENCY shall require STATE prior written approval. 4.3 The STATE is authorized to use the Minor Change Contract bid item up to a total item cost of $50,000.000, with no single change exceeding fifteen thousand dollars; per Standard Specifications for Road, Bridge, and Municipal Construction (Standard Specifications) 1-04.4(1) 2010; provided that the STATE is consistent with the intent of the Project Contract and does not include an extension of Contract time. The STATE shall not approve structural or material(s) related changes to the Project without approval of the LOCAL AGENCY, regardless of the cost 4.4 The LOCAL AGENCY agrees that both formal and informal communication between the L�OCAL AGENCY and its Contractor shall be through the STATE's Project Manager. The LOCAL AGENCY shall make the STATE's Project Manager aware by copy or written account of any direct communication affecting the Contract. The STATE's Project Manager shall communicate regularly with the LOCAL AGENCY to keep the LOCAL AGENCY up-to-date on all significant issues affecting the Project. 4.5. The STATE shall develop and execute a communication plan for any phase or changes in phases of the Project Contract that affect the public. The LOCAL AGENCY shall review and approve the elements of the STATE communication plan that affects traffic on South 320�' Street. The LOCAL AGENCY shall respond directly to the public's requests and questions at its sole cost. 4.6 The LOCAL AGENCY may also inspect the Project. All contact between the LOCAL AGENCY's inspector(s) and the Contractor shall be only through the STATE's Project Manager or his/her designee. 4.7 The STATE will provide the LOCAL AGENCY with monthly progress reports, which will include details regarding progress of the Contract work, working days, updates to the Contractor's critical path schedule, progress estimates for payments to the Contractor, estimated costs for the STATE's construction administration, Contract changes, and a comparison of planned vs. actual quantities. Page 3 of 12 4.8. The STATE, at the sole cost to the LOCAL AGENCY, agrees to inspect the landscaping and planting establishment on STATE's right of way for the first year after the landscaping and planting has been completed. 4.9 The STATE will prepare the fmal construction documentation in conformance with the STATE Construction Manual. Unless "as-built" plans are to be maintained and provided by the Contractor as part of the Contract, the STATE will maintain one set of plans as the official "as-built" set and make notations in red ink of a11 plan revisions as required by the STATE's Construction Manual. The STATE will submit one reproducible set of as-built plans to the CITY within six (6) months of final Project acceptance pursuant to Section 7. 4.10 Should for any reason, the LOCAL AGENCY decide not to complete the Project after construction has begun, the STATE, in its sole discretion, shall determine what work must be completed to restore state facilities and/or right of way to a condition and configuration that is safe for public use, operation, and maintenance, and the LOCAL AGENCY agrees that the STATE shall have the authority to direct the Contractor to complete the restoration. The LOCAL AGENCY agrees that all costs associated with Contract termination, including but not limited to engineering, completing state facility and right of way restoration, and Contractor claims, will be the sole responsibility of the LOCAL AGENCY. If the Contractor is not available to restore the state facilities and right of way, the STATE may perform, or contract to perfortn, the restoration work at LOCAL AGENCY expense. Payment to the STATE shall be pursuant to Section 8. This section shall survive the termination of this Agreement. . 4. 11 Upon completion of the Project, the STATE shall submit all Project construction records, except the STATE's copy of the "as-built" plans, to the LOCAL AGENCY for retention. The LOCAL AGENCY agrees to maintain these records for not less than three (3) years. 4.12 The LOCAL AGENCY agrees to remit to the STATE any liquidated damages assessed against the Contractor associated with closures to I-5 or to the 320 St. Southbound off ramp. The LOCAL AGENCY shall retain any assessed liquidated damages associated with closures of S 320 St, or due to delay of Project completion. 5. CONTRACT CHANGES 5.1 Changes to the Contract will be documented by change order as defined in the Standard Specifications. The STATE shall prepare all change orders in accordance with the STATE's Construction Manual (M41-01), current edition. 5.2 Required change orders are change orders that involve any or a combination of the following: Page4of12 (a) Changes in the work, work methods, working days, or quantities as necessary to satisfactorily complete the scope of the Project within state-owned L/A right of way. (b) Mitigating an emergency or safety threat to the traveling public. All other change orders shall be considered elective. 5.3 The STATE will advise the LOCAL AGENCY in writing of any proposed required change order as soon as reasonably practical. The LOCAL AGENCY shall review and approve or disapprove the proposed change in writing within three (3) working days of receiving the STATE's written notice. If an extension of review time is needed, the LOCAL AGENCY shall notify the STATE in writing as soon as possible. The LOCAL AGENCY agrees that any delays associated with the LOCAL AGENCY's approval of a change order may cause increases in the Project cost, as well as the STATE's construction administration costs. Nothing herein relieves the LOCAL AGENCY of its sole responsibility for change order costs or Contractor claims associated with the LOCAL AGENCY's change order approval process. 5.4 The STATE will develop required change orders, and upon written approval from the LOCAL AGENCY, secure signatures from the Contractor, and submit final required change orders to the LOCAL AGENCY for execution and payment. 5.5 The LOCAL AGENCY authorizes the STATE to initiate, negotiate, document, and direct the Contractor by either verbal or written direction in all matters regarding. required changes described in Section 5.2 which have been approved in writing by the LOCAL AGENCY. 5.6 The STATE reserves the right, when necessary due to emergency or safety threat to the traveling public, as solely determined by the STATE, to direct the Contractor to proceed with work associated with a required change prior to the LOCAL AGENCY's execution of the change order. If time permits, the STATE will provide an opportunity for the LOCAL AGENCY to review the required change before providing direction to the Contractor. 5.7 In the event that the LOCAL AGENCY disagrees with the STATE's determination of a required chan�e, the LOCAL AGENCY may pursue resolution under Section 13.5, Disputes. However, any delays to the Contract due to the LOCAL AGENCY pursuing the Disputes process shall be at LOCAL AGENCY expense. 5.8 The LOCAL AGENCY may request additions or modifications to the Contract through the STATE. These additions or modifications shall be deemed elective chan�e orders. The STATE will direct the Contractor to implement elective change(s), provided that the change(s) comply with the Standard Specifications, Project permits, and state and federal laws, rules, regulations, and design policies. The STATE will develop Page 5 of 12 elective change orders, secure signatures from the Contractor and submit final elective change orders to the LOCAL AGENCY for approval, execution, and payment. 5.9 Changes to structures within state-owned right of way must be reviewed and approved by the STATE Bridge Office and STATE Geotechnical Office before implementation. 5.10 Changes to electrical and intelligent transportation systems within the state- owned right of way must be reviewed and approved by the STATE Region Traffic Office before implementation. 5.11 The STATE will notify the LOCAL AGENCY of errors or omissions in the Contract as soon as reasonably practical. The STATE shall provide the necessary documents (PS&E) that will be incorporated into a change order. 6. PAYMENTS TO CONTRACTOR 6.1 The STATE shall prepare summaries of the amount due to the Contractor from . the LOCAL AGENCY for work performed in accordance with the terms of the Contract (Progress Estimates). The STATE shall submit monthly Progress Estimates to the LOCAL AGENCY for payment by the LOCAL AGENCY to the Contractor. 6.2 The LOCAL AGENCY agrees that it shall be solely responsible for all costs associated with the LOCAL AGENCY's Project. The LOCAL AGENCY further agrees that the STATE shall have no liability or responsibility for payment of any or all Project Contractor or subcontractor costs, including material costs and the costs of required and/or elective change orders, or costs associated with Contractor claims and/or delays attributable to failure of performance by the LOCAL AGENCY. 6.3 The LOCAL AGENCY shall at all times indemnify and hold harmless the STATE from all claims for labor or materials in connection with the Project located on state-owned L/A right of way, and from the cost of defending against such claims, including attorney fees. In the event a lien is filed upon the state-owned right of way, the LOCAL AGENCY shall (1) Record a valid Release of Lien; (2) Deposit sufficient cash with the STATE to cover the amount of the claim on the lien in question and authorize payment to the extent of said deposit to any subsequent judgment holder that may arise as a matter of public record from litigation with regard to lien holder claim; or (3)Procure and record a bond which releases the state-owned right of way from the claim of the lien and from any action brought to foreclose the lien. 7. PROJECT ACCEPTANCE 7.1 Prior to acceptance of the Project and the STATE's construction administration, the STATE and the LOCAL AGENCY will perform a joint final inspection of the Project. The LOCAL AGENCY agrees, upon satisfactory completion of the Project by its Contractor and receipt of a"Notice of Physical Completion," as determined by the Page 6 of 12 STATE, to deliver a letter of acceptance of the Project and the STATE's construction administration which sha11 include a release of the STATE from all future claims or demands, except from those resulting from the negligent performance of the STATE's construction administration under this Agreement. 7.2 If a letter of acceptance of the Project is not received by the STATE within sixty (60) calendar days following delivery of a"Notice of Physical Completion" of the Project to the LOCAL AGENCY, the Project and the STATE's construction administration shall be considered accepted by the LOCAL AGENCY and the STATE shall be released from all future claims or demands, except from those resulting from the negligent performance of the STATE's construction administration under this Agreement. 7.3 The LOCAL AGENCY may withhold its acceptance of the Project and the STATE's construction administration by submitting written notification to the STATE within sixty (60) calendar days following "Notice of Physical Completion" of the Project. This notification shall include the reason(s) for withholding the acceptance. The Parties shall then work together to resolve the outstanding issues identified in the LOCAL AGENCY's written notification. Upon resolution of the outstanding issues, the LO�AL AGENCY will promptly deliver the letter of acceptance to the STATE. 8. PAYMENT TO STATE 8.1 The LOCAL AGENCY, in consideration of the faithful performance of the STATE's construction administration and Services provided by the STATE as described in this Agreement, agrees to reimburse the STATE for its actual direct and related indirect costs. A cost estimate for the STATE's construction administration and Services is provided as Exhibit A. 8.2 If the Parties have a reciprocal overhead agreement in place effective as of the date of this Agreement, the STATE's overhead rate will not be charged. In this event, the STATE will only invoice for actual direct salary and direct non-salary costs for the STATE's construction administration and Services. 8.3 The STATE shall submit monthly invoices to the LOCAL AGENCY after construction administration and Services have been performed and a final invoice after acceptance of the Project and STATE's construction administration. The LOCAL AGENCY agrees to make payments within thirty (30) calendar days of receipt of a STATE invoice. These payments are not to be more frequent than one (1) per month. If the LOCAL AGENCY objects to all or any portion of any invoice, it shall notify the STATE in writing of the same within fifteen (15) calendar days from the date of receipt and shall pay that portion of the invoice not in dispute. The Parties shall immediately make every effort to settle the disputed portion of the invoice. Page 7 of 12 8.4 A payment for the STATE's construction administration and Services will not constitute agreement as to the appropriateness of any item, and at the time of final invoice, the Parties will resolve any discrepancies. 8.5 1NCREASE IN COST: In the event unforeseen conditions require an increase in cost for the STATE's construction administration and Services by more than twenty-five (25) percent above the cost estimate in Exhibit A, the Parties must negotiate and execute a written amendment to this Agreement addressing said increase prior to the STATE performing any construction administration or Services in excess of said amount. 9. RIGHT OF ENTRY 9.1 The LOCAL AGENCY hereby grants to the STATE, its employees, and authorized agents, a right of entry upon all land in which the LOCAL AGENCY has an interest for the STATE to perform construction administration and Services under this Agreement. 9.2 The STATE hereby grants to the LOCAL AGENCY, its employees, authorized agents, contractors and subcontractors a right of entry upon state-owned right of way for the LOCAL AGENCY to provide inspection and to construct the Project. 9.3 Where applicable, the LOCAL AGENCY hereby grants to the STATE, its employees, and authorized agents, a right of entry upon all land in which the LOCAL AGENCY has an interest for the STATE to operate, maintain and/or reconstruct signal loop detectors and appurtenances for signals belonging to the STATE, if any, that are constructed as part of the Project and located within the LOCAL AGENCY's right of way. The terms of this section shall survive the termination of this Agreement. 10. CLAIMS 10.1 Contractor Claims for Additional Payment: In the event the Contractor makes a claim for additional payment associated with the Project work, the STATE will immediately notify the LOCAL AGENCY of such claim. The STATE shall provide a written recommendation to the LOCAL AGENCY regarding resolution of Contractor claims. The LOCAL AGENCY agrees to defend such claims at its sole cost and expense. The STATE will cooperate with the LOCAL AGENCY in the LOCAL AGENCY's defense of the claim. The LOCAL AGENCY shall reimburse any STATE costs incurred in providing such assistance, including reasonable attorneys' fees, pursuant to Section 8. 10.2 Third Partv Claims for Dam�es Post Project Acceptance: After Project acceptance, in the event of claims for damages or loss attributable to bodily injury, sickness, death, or injury to or destruction of property that occurs because of the Project located on local agency or state-owned right of way, the Party owning the right of way shall defend such claims and hold harmless the other Party, and the other Party shall not be obligated to pay any such claim or the cost of defense. Nothing in this section, Page 8 of 12 however, shall remove from the Parties any responsibilities defined by the current laws of the state of Washington or from any liabilities for damages caused by the Party's own negligent acts or omissions. The provisions of this section shall survive the termination of this Agreement. 11. DAMAGE TO THE PROJECT DURING CONSTRUCTION 11.1. The LOCAL AGENCY authorizes the STATE to direct the LOCAL AGENCY's Contractor to repair all third party damage to the Project during construction. 11.2 The LOCAL AGENCY agrees to be responsible for all costs associated with said third party damage and for collecting such costs from the third party. 11.3 The STATE will document the third party damage by required change order and cooperate with the LOCAL AGENCY in identifying, if possible, the third party. The STATE will also separately document and invoice the LOCAL AGENCY for the STATE's costs associated with third party damage. STATE costs shall be reimbursed pursuant to Section 8. 12. OWNERSHIP, OPERATION AND MAINTENANCE 12.1 Upon acceptance of the Project as provided in Section 7, the LOCAL AGENCY shall be the sole owner of that portion of the Project located within the LOCAL AGENCY's right of way, and the LOCAL AGENCY shall be solely responsible for all future operation and maintenance of the Project located within the LOCAL AGENCY's right of way at its sole cost, without expense or cost to the STATE, except for any improvements made pursuant to Section 9.3. 12.2 Upon acceptance of the Project as provided in Section 7, the STATE shall be the sole owner of that portion of the Project located within state-owned right of way, and the STATE sha11 be solely responsible for all future operation and maintenance of the Project located within state-owned right of way at its sole cost, without expense or cost to the LOCAL AGENCY. However, if the LOCAL AGENCY has obtained or is required to obtain an air space lease, cooperative agreement, or maintenance agreement from the STATE to own, operate, or maintain a portion of the Project located within state-owned right of way, the terms of the air space lease, cooperative agreement, or maintenance agreement will control for those specified portions of the Project. 12.3 Section 12 shall survive the termination of this Agreement. Page 9 of 12 13. GENERAL PROVISIONS 13.1 Amendment: This Agreement may be amended or modified only by the 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. 13.2 Termination: The LOCAL AGENCY may terminate this Agreement upon written notice to the STATE. The STATE may terminate this Agreement only with the written concurrence of the LOCAL AGENCY. 13.2.1 If this Agreement is terminated prior to the fulfillment of the terms stated herein, the LOCAL AGENCY agrees to reimburse the STATE for the costs the STATE has incurred up to the date of termination, as well as the costs of non- cancelable obligations. 13.2.2 Any termination of this Agreement shall not prejudice any rights or obligations accrued to the Parties prior to termination. 13.2.3 Termination prior to completing the Project within state-owned right of way will terminate the right of the LOCAL AGENCY to complete the Project within state-owned right of way. The Contractor will be directed by the STATE to restore state facilities and right of way in accordance with Section 4. 7. This section shall survive the termination of this Agreement. 13.3 Independent Contractor: The Parties shall be deemed independent contractors for all purposes, and the employees of the Parties or any of their contractors, subcontractors, consultants, and the employees thereof, shall not in any manner be deemed to be employees of the other Party. 13 .4 Indemnification 13.4.1 Unless a claim falls within the provisions of Section 10.2, the LOCAL AGENCY sha11 protect, defend, indemnify, and hold harmless the STATE and its employees and 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, arising out of, or in any way resulting from, the LOCAL AGENCY's design, inspection, and construction obligations to be performed pursuant to the provisions of its Contract or as authorized under this Agreement. The LOCAL AGENCY shall 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 negligence of the STATE; provided that, if such claims, suits, or actions result from the concurrent negligence of (a) the STATE, its employees or authorized agents and (b) the LOCAL AGENCY, its employees, authorized agents, or contractors, or involves those actions covered by RCW 4.24.115, the indemnity provisions provided Page 10 of 12 herein shall be valid and enforceable only to the extent of the negligence of each Party, its employees or authorized agents and/or contractors. 13.4.2 Unless the claim falls within the provisions of Section 10.2, the STATE shall protect, defend, indemnify, and hold harmless the LOCAL AGENCY and its employees and 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, arising out of, or in any way resulting from, the STATE's construction administration and Services obligations to be performed pursuant to the provisions of this Agreement. The STATE shall not be required to indemnify, defend, or save harmless the LOCAL AGENCY if the claim, suit, or action for injuries, death, or damages (both to persons and/or property) is caused by the negligence of the LOCAL AGENCY; provided that, if such claims, suits, or actions result from the concurrent negligence of (a) the STATE, its employees or authorized agents and (b) the LOCAL AGENCY, its employees, authorized agents, or contractors, 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 or authorized agents andlor contractors. 13.4.3 The LOCAL AGENCY agrees to accept full liability for any facilities the LOCAL AGENCY has provided direction to the STATE to design and/or construct outside state-owned right of way that do not meet STATE standards. 13.4.4 Section 13.4 shall survive the termination of this Agreement. 13.5 Disputes: In the event that a dispute arises under this Agreement, it shall be resolved as follows: The STATE and the LOCAL AGENCY shall each appoint a member to a disputes board, these two members shall select a third board member not affiliated with either Pariy. The three-member board shall conduct a dispute resolution hearing that shall be informal and unrecorded. An attempt at such dispute resolution in compliance with aforesaid process shall be a prerequisite to the filing of any litigation concerning the dispute. The Parties shall equally share in the cost of the third disputes board member; however, each Party shall be responsible for its own costs and fees. 13.6 Venue: 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 agree that any such action or proceedings shall be brought in Thurston County Superior Court. Further, the Parties agree that each will be solely responsible for payment of its own attorney's fees, witness fees, and costs. 13.7 Audit Records: All financial records, including labor, material and equipment records in support of all STATE costs shall be maintained by the STATE for a period of three (3) years from the date of termination of this Agreement. The LOCAL AGENCY shall have full access to and right to examine said records during normal business hours Page 11 of 12 and as often as it deems necessary, and should the LOCAL AGENCY require copies of any records, it agrees to pay the costs thereof. The Parties agree that the work performed herein is subject to audit by either or both Parties and/or their designated representatives and/or state and federal government. 13.8 Term of Agreement: Unless otherwise provided herein, the term of this Agreement shall commence as of the date this Agreement is executed and shall continue until all of the following are complete: (a) The Project and the STATE's construction administration and Services are accepted by the LOCAL AGENCY pursuant to Section 7; (b) The STATE and LOCAL AGENCY both have a reproducible copy of the final "as-built" plans; (c) All Project records are submitted to the LOCAL AGENCY pursuant to Section 4.8; and (d) All obligations for payment have been met, except for Sections 4.7, 9.3, 10.2, 13.2.3, 13.4 and all of Section 12, which survive the termination of this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Party's date last signed below. Approved as to Form � _ ._.___., ... _ — tricia A. Richardson City Attorney Date: �-� ` l � Appro d as to Form By: Ann E. Salay Assistant Attorney General Date: � - 3 -1( Page 12 of 12 XL3755 320th Ramp Widening Project CE Justification Aleta Borschowa's PEO (412340) Estimated CE Expenses Exhibit A, page 2 of 2 Base FTE $ Base FTE Overtime Overtime FTE Duratioa per 150 hr Level of FTE $ per Level of Staff / Occupation FTE (months) Month Effort Month Effort Cost Engineering Manager 1 4 $10,828.50 0.05 - - $2,165.70 Project Engineer 1 5 $9,892.50 0.20 - - $9,892.50 Assistant PE 1 5 $9,046.50 0.20 - - $9,046.50 Office Engineer 1 8 $7,765.50 0.50 $9,936.00 0.00 $31,062.00 AssistantOfficeEngineer 1 8 $7,125.00 0.50 $9,018.00 0.00 $28,500.00 Project Controller 1 8 $7,765.50 0.20 $9,936.00 0.00 $12,424.80 Senior Secretary 1 8 $4,381.50 0.20 $5,076.00 0.00 $7,010.40 DocumentControl 1 5 $6,544.50 0.30 $8,184.00 0.00 $9,816.75 Submittals Coordinator 1 5 $6,544.50 0.30 $8,184.00 0.00 $9,816.75 Change Order Writer 1 6 $7,125.00 0.50 $9,018.00 0.00 $21,375.00 CADD Engineer 1 4 $7,125.00 0.30 $9,019.00 0.00 $8,550.00 Materials Engineer 1 8 $7,125.00 0.50 $9,018.00 0.00 $28,500.00 Material Testers 1 3 $6,544.50 1.00 $8,184.00 0.25 $25,771.50 Surveying . 1 3 $7,765.50 0.30 $9,936.00 0.00 $6,988.95 HQ / NWR Materials Support 1 8 $7,765.50 0.20 $8,184.00 0.00 $12,424.80 Structures / HQ Support 1 3 $9,892.50 0.20 $12,837.00 0.00 $5,935.50 Roadway / HQ Support 1 4 $9,892.50 0.20 $12,837.00 0.00 $7,914.00 Geotechnical Support 1 3 $9,892.50 0.20 $12,837.00 0.00 $5,935.50 Utilities Engineers Support 1 2 $7,765.50 0.20 $9,936.00 0.00 $3,106.20 ElectricalInspectors 1 2 $7,765.50 0.20 $9,936.00 0.00 $3,106.20 Electrical Design Support 1 2 $7,765.50 0.20 $9,936.00 0.00 $3,106.20 Civil Design Support - During AD 1 1 $7,765.50 0.39 $9,936.00 0.00 $3,000.20 Civil Design Support - During CN 1 4 $7,765.50 0.19 $9,936.00 0.00 $6,001.18 Construction Traffic Office 1. 4 $7,765.50 0.20 $9,936.00 0.00 $6,212.40 Fabrication Inspection 1 2 $7,765.50 0.50 $9,936.00 0.00 $7,765.50 Chief Inspector 1 5 $7,765.50 0.50 $9,936.00 0.00 $19,413.75 Project Inspector 1 5 $7,125.00 1.00 $9,01$.00 0.25 $46,897.50 LandscapeInspector � 1 12 $7,125.00 0.10 $9,018.00 0.00 $8,550.00 Communications 1 4 $6,544.50 0.10 $8,184.00 0.00 $2,617.80 Enviornmental Compliance Inspector 1 4 $7,�65.50 0.30 $9,936.00 0.00 $9,318.60 Environmental Technical Advisor 1 4 $7,765.50 0.30 $9,936.00 0.00 $9,318.60 Reimbursables (Car, Paper, etc...) 1 8 $1,500.00 1.00 - - $12,000.00 Total $383,544.78 Working Days Months 73 3.5 Assumutions 1.) 73 working days will be included in the contract. This will result in anywhere from 2-8 months of administration depending on the employee's role on the project. Landscape inspectors will need to work at least 12 months per the GCA. 2.) Field staff will need to work approximately 2 hours of overtime each shift. This will account for travel time to / from the office and the contractors hours of work. 3.) Level of effort for the assistant o�ce engineer, materials engineer, and change order writer will be higher. This is due to the fact that they will not be able to use the mainframe computer systems they utilize on WSDOT contracts. Instead, each employee will be required to create and maintain spreadsheets that are specifically for the administration of this job. � . . . , ' t . 1 I � , r GCA 6680 CITY OF FEDERAL WAY I-5/SOUTHBOUND 320 ST OFFRAMP CHANNELIZATION CONSTRUCTION ADMINISTRATION/DESIGN SUPPORT ESTIMATE — Exhibit A page 1 of 2 ESTIMATED COST Budget CN ADMINISTRATION, Incl. Design Support During AD & Construction $383,545 10% Contingencies $ 38,355 SUB TOTAL $421,900 12% Direct Project Support Redistribution Charges $ 50,630 PROJECT TOTAL $472,530