AG 17-125RETURN TO: MERCEDES EXT: 2701
•
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/DIV: PUBLIC WORKS / ; 1-Ft C--
2. ORIGINATING STAFF PERSON: R. a.. Per r ez.
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT
❑ REAL ESTATE DOCUMENT
❑ ORDINANCE
❑ CONTRACT AMENDMENT (AG #):
❑ OTHER
EXT: 'Z"3- +O 3. DATE REQ. BY: D 8/1 V2,
❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ MAINTENANCE AGREEMENT
❑ HUMAN SERVICES / CDBG
❑ SECURITY DOCUMENT (E.G BOND RELATED DOCUMENTS)
❑ RESOLUTION
INTERLOCAL
5. PROJECT NAME: 2-I5i- Ave _S ; 5 314-4, St - 3 34, et, ,Si- PzJes.}ra,.-, (DA et:fo (. a1 c Gr..•.C) St&I,':C:se`„)
6. NAME OF CONTRACTOR: Vs Al Cov
ADDRESS: l#5L T 1t1 — apt 5 L ekS-n4 Sd- glyi +fl SeAH- . q vLo4- TELEPHONE:
E -MAIL: �''` FAX:
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SIGNATURE NAME: gob b E-7 J1YLQY) 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: (S /o 1/ 20 l L.
COMPLETION DATE: c/ /30 /ZOI �1
9. TOTAL COMPENSATION: $ 5 0 D t 000,00 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: AYES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ 500. 0 0 0 , 0 0
IS SALES TAX OWED: ❑ YES pirNO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
❑ PURCHASING: PLEASE CHARGE To:
10. DOCUMENT / CONTRACT REVIEW
❑ PROJECT MANAGER
DIVISION MANAGER
Igi DEPUTY DIRECTOR
12 DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
Vail LAW DEPT
11. COUNCIL APPROVAL (IF APPLICABLE)
12. CONTRACT SIGNATURE ROUTING
ENT TO VENDOR/CONTRACTOR
❑ ATTACH: SIGNATURE AUTHORITY,
❑ LAW DEPT
❑ CHIEF OF STAFF
SIGNATORY
❑ CITY CLERK
ASSIGNED AG #
SIGNED COPY RETURNED
❑ RETURN ONE ORIGINAL
COMMENTS:
EXE UTE . " ORIGINALS
uV'
INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
4i37474:
COMMITTEE APPROVAL DATE:
COUNCIL APPROVAL DATE:
(
DATE SENT: - l ' —1 DATE REC'D:
INSURANCE CERTIFICATE, LICENSES, EXHIBITS
INITIAL / DATE SIGNED
OR DIRECTOR)
01 in
AG#
DATE SENT: ' Q -04 -17-
re 'e
1/15
NON - MOTORIZED TRANSIT ACCESS IMPROVEMENT AGREEMENT
between
KING COUNTY, DEPARTMENT OF TRANSPORTATION, METRO TRANSIT DIVISION
and
CITY OF FEDERAL WAY
THIS NON - MOTORIZED TRANSIT ACCESS AGREEMENT (the "Agreement ") is made and entered into by
and between the City of Federal Way, a municipality of the State of Washington, (the "City" or
"Contractor ") and King County, a political subdivision of the State of Washington, through its
Department of Transportation, Metro Transit Division (the "County "), either of which entity may be
referred to hereinafter as "Party" or collectively as the "Parties."
WHEREAS, the County has been awarded a Regional Mobility grant ( "Grant ") from the Washington
State Department of Transportation ( "WSDOT ") that is expected to improve connectivity and mobility at
overcrowded park- and -ride Tots in King County by providing funding assistance to: implement a high
occupancy vehicle ( "HOV ") parking permit program; increase on -site bicycle parking capacity at transit
facilities along the i -5 and SR -520 corridors including, but not limited to, Northgate Transit Center Park -
and -Ride, Redmond Park - and -Ride, and Federal Way Transit Center Park - and -Ride; and construct non -
motorized system improvements connecting bikeways and walkways to other park- and -ride facilities
and transit centers along these corridors; and
WHEREAS, for the non - motorized improvements element of the WSDOT Grant, the County intends to
partner with local jurisdictions to fund and construct certain non - motorized system improvements
connecting bikeways and walkways to overcrowded park- and -ride Tots and transit centers; and
WHEREAS, the County and the City have mutual interest in improving non - motorized access to the
Federal Way Transit Center; and
WHEREAS, the Parties have identified a grant - eligible, capital improvement project that will support and
improve non - motorized access to the Federal Way Transit Center;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which
is hereby acknowledged, the Parties agree as follows:
1. PURPOSE OF AGREEMENT
The purpose of this Agreement is to establish the terms and conditions under which the County will
pass- through a portion of the WSDOT Grant proceeds to help provide funding for the City to design and
construct certain transit access improvements consisting, in summary, of a staircase and ramp which will
meet accessibility requirements of the Americans with Disability Act ( "ADA ") and provide non - motorized
access from S 314th Street across South 316th Street at 21ST Avenue into the Federal Way Transit Center
Non - Motorized Transit Access Improvement Agreement
Between the City of Federal Way and King County
Page 1 of 17
(the "Project "), as more particularly described in the Scope of Work ( "SOW ") set forth at Exhibit A, which
is attached hereto and incorporated herein by this reference.
2. DUTIES AND RESPONSIBILITIES OF THE CITY
2.1 The City shall furnish the necessary personnel, equipment, material and /or services and
otherwise do all things necessary for or incidental to design, construct and inspect the non -
motorized improvements provided for in the Project description set forth in Exhibit A. The
Project objectives and timelines are provided for with particularity in Exhibit A.
2.2 It shall be the City's responsibility to design and build the Project in compliance with applicable
requirements of federal and state laws, codes, rules, regulations, ordinances, and standards,
including, but not limited to, the Americans with Disabilities Act ( "ADA "). The City shall also be
responsible for obtaining any necessary permits; review and approval by federal, state or local
regulatory agencies, if applicable; and for conducting any required environmental review. The
City shall also be responsible for the administration and funding of any contracts it enters into
for the performance of its responsibilities under this Agreement.
2.3 Upon completion, all Project improvements shall become the property of the City. The City shall
be responsible for ongoing maintenance, repair and replacement of any Project improvements.
2.4 The City will provide the County with regular progress reports, at least quarterly, to identify
work progress and other matters of significance in the performance of this Agreement.
2.5 The City shall submit design plans for the Project improvements to the County for its review and
written approval prior to initiating construction. The County will have the opportunity to review
and provide written comments on the plans to ensure consistency with Grant requirements and
the County's expectations for the Project. Should the City desire to change the final Project
design after the County's initial review and approval of the initial design plans, whether based
on additional engineering or traffic analysis, input from stakeholders, or other factors, the
County's Contract Manager, as provided for in Section 18 of this Agreement, shall be notified of
such proposed changes. Any such changes that are deemed significant by either of the Parties
shall require joint written approval
2.6 The City shall contribute at least $125,000 in matching funds in support of the Project
improvements.
2.7 This Agreement is subject to the requirements of the State Capital Construction Grant
Agreement GCB 2289 (the "Grant Agreement "), pursuant to which the County, as the Grant
recipient, agreed to include Sections 9 through 17 of the Grant Agreement, attached hereto as
Exhibit B and incorporated herein by this reference, in each subcontract and in all contracts it
enters into for the employment of any individuals, procurement of any incidental goods or
supplies, or the performance of any work to be accomplished with funds awarded under the
Grant Agreement. The County further agreed that those clauses shall not be modified in any
such subcontract, except to identify the subcontractor or other person or entity that will be
subject to its provisions. The City shall comply with the requirements of Exhibit B and shall
ensure that any of its subcontractors comply with the requirements of Exhibit B when
performing work pursuant to this Agreement.
Non - Motorized Transit Access Improvement Agreement
Between the City of Federal Way and King County
Page 2 of 17
3. DUTIES AND RESPONSIBILITIES OF THE COUNTY
3.1 The County will reimburse the City for a portion of the Grant - eligible costs incurred by the City
to design and construct the non - motorized connections as provided for in the SOW set forth at
Exhibit A. Under no circumstances will the County's contribution to the City's eligible Project
costs exceed a maximum amount of $500,000, which the County will pay with WSDOT Regional
Mobility Grant funds.
3.2 The County's obligation to make such reimbursements is contingent upon the City providing a
matching funding contribution in a minimum amount of $125,000.
3.3 As the Grant recipient, the County will be responsible for any reporting and /or invoicing for
reimbursement from WSDOT that may be required under the terms of the Grant award.
4. INVOICE AND PAYMENT PROCEDURES
4.1 The County will reimburse the City for actual Grant - eligible costs incurred for work performed
pursuant to this Agreement as identified in the SOW. The City shall submit a completed invoice
to the County detailing quarterly activities, outcomes, expenses and reimbursement amount
due within thirty (30) days of each quarter's end. The County shall pay the City within thirty (30)
calendar days after the County has received completed invoices. In no event shall the total
reimbursement to City for work performed pursuant to this Agreement exceed $500,000.
4.2 In the event that it is determined that an overpayment has been made to the City by the County,
the County will bill the City for the amount of overpayment. The City shall pay the County
within thirty (30) days of receipt of an invoice for overpayment.
5. AGREEMENT TERM AND MODIFICATIONS
This Agreement shall be in effect from April 1, 2017 through September 30, 2019, unless extended by
written amendment of the Parties pursuant to Section 15 or earlier terminated pursuant to the
provisions of Section 7 of this Agreement.
6. DISPUTE RESOLUTION PROCESS
6.1 Designated Dispute Resolution Representatives. The following individuals are the Designated
Representatives for the purpose of resolving disputes that arise under this Agreement:
For the County:
Bill Bryant, Manager
Metro Transit Service Development
201 South Jackson Street, MIS KSC -TR -0426
Seattle, WA 98104
(206) 477 -6456
Bill.Bryant @kingcounty.gov
For the City : Marwan Salloum, Public Works Director
Non - Motorized Transit Access Improvement Agreement
Between the City of Federal Way and King County
Page 3 of 17
City of Federal Way
33325 8`h Avenue S
Federal Way, WA 98003
(253) 835 -2710
marwan .saiioum @cityoffederalway.com
6.2 The County representative and the City representative shall confer to resolve disputes that arise
under this Agreement as requested by either Party. The designated representatives shall use
their best efforts and exercise good faith to resolve such disputes.
6.3 In the event the Designated Representatives are unable to resolve the dispute, the Mayor or
her /his designee and the General Manager of the County's Metro Transit Division or her /his
designee shall confer and exercise good faith to resolve the dispute.
6.4 In the event the Mayor and the General Manager of Metro Transit are unable to resolve the
dispute, the Parties may, if mutually agreed in writing, submit the matter to non - binding
mediation. The Parties shall then seek to mutually agree upon the mediation process, who shall
serve as the mediator, and the time frame the Parties are willing to discuss the disputed issue(s).
6.5 If the Parties cannot mutually agree as to the appropriateness of mediation, the mediation
process, who shall serve as mediator, or the mediation is not successful, then either Party may
institute a legal action in the King County Superior Court, situated in Seattle, Washington, unless
another venue is mutually agreed to in writing.
6.6 The Parties agree that they shall have no right to seek relief in a court of law until and unless
each of the above procedural steps has been exhausted.
7. TERMINATION
7.1 Termination for Convenience. The County may terminate this Agreement upon thirty (30) days
written notice to the City. In the event of termination of this Agreement by the County pursuant
to this Subsection 7.1, the County shall be liable only for costs incurred in accordance with the
terms of this Agreement prior to the effective date of termination.
7.2 Termination for Cause. If either Party does not fulfill in a timely and proper manner its
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 be given the opportunity to initiate a correction of the violation or failure
within fifteen (15) calendar days. If failure or violation is not corrected within the mutually
agreed upon time period, this Agreement may be terminated immediately by written notice of
the aggrieved Party to the other.
Non - Motorized Transit Access Improvement Agreement
Between the City of Federal Way and King County
Page 4 of 17
7.3 Termination for Non - Appropriation or Loss of Grant Funding. In addition to termination for
default, the County may terminate this Agreement for non - appropriation or Toss of state grant
funding by giving not less than thirty (30) calendar days' written notice thereof to the City.
8. LEGAL RELATIONS
8.1 No Third Party Beneficiaries. It is understood that this Agreement is solely for the benefit of the
Parties hereto and gives no right to any other person or entity.
8.2 No Partnership or Joint Venture. No joint venture, agent - principal relationship or partnership is
formed as a result of this Agreement.
8.3 Independent Capacity. The employees or agents of each Party who are engaged in the
performance of this Agreement shall continue to be employees or agents of that Party and shall
not be considered for any purpose to be employees or agents of the other Party.
8.4 Applicable Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Washington.
8.5 Jurisdiction and Venue. The King County Superior Court, situated in Seattle, Washington, shall
have exclusive jurisdiction and venue over any legal action arising under this Agreement.
8.6 Mutual Negotiation and Construction. This Agreement and each of the terms and provisions
hereof shall be deemed to have been explicitly negotiated between, and mutually drafted by,
both Parties, and the language in all parts of this Agreement shall, in all cases, be construed
according to its fair meaning and not strictly for or against either Party.
8.7 Survival. Each of the provisions of this Section 8 (Legal Relations) shall survive the expiration or
earlier termination of this Agreement.
9. RECORDS RETENTION AND AUDIT
9.1 Maintenance of Records. During the term of the Agreement and for a period not less than six
(6) years from the date of its expiration or earlier termination, the records and accounts
pertaining to this Agreement are to be kept available by both Parties for inspection and audit by
the other Party and the State Auditor, and copies of all records, accounts, documents, or other
data pertaining to the Agreement will be furnished upon reasonable notice. If any litigation,
claim, or audit is commenced, the records and accounts along with supporting documentation
shall be retained until all litigation, claim, or audit finding has been resolved even though such
litigation, claim, or audit continues past the six -year retention period.
9.2 Disclosure of Public Records. Both Parties acknowledge and agree that all non - privileged, non-
exempt records that may be maintained pursuant to Subsection 9.1 of this Agreement are
subject to public disclosure under the Washington State Public Records Act, Chapter 42.56 RCW.
Non - Motorized Transit Access Improvement Agreement
Between the City of Federal Way and King County
Page 5 of 17
10. FORCE MAJEURE
Either Party to this Agreement shall be excused from performance of its responsibilities and obligations
under this Agreement, and shall not be liable for damages due to failure to perform, during the time and
to the extent that it is prevented from performing by a cause directly or indirectly beyond its control,
including, but not limited to: late delivery or nonperformance by vendors of materials or supplies; any
incidence of fire, flood, snow, earthquake, or acts of nature; strikes or labor actions; accidents, riots,
insurrection, terrorism, or acts of war; order of any court or civil authority; commandeering material,
products, or facilities by the federal, state or local government; or national fuel shortage; when
satisfactory evidence of such cause is presented to the other Party to this Agreement, and provided
that such non - performance is beyond the control and is not due to the fault or negligence of the Party
not performing.
11. NONDISCRIMINATION
The City agrees to comply with all applicable federal, state, and local laws, rules, and regulations
pertaining to nondiscrimination and agrees to require the same of any and all subcontractors providing
services or performing any work using funds provided under this Agreement. During the performance of
this Agreement, neither the City nor any entity subcontracting under the authority of this Agreement,
shall discriminate or tolerate harassment on the basis of sex, race, color, marital status, national origin,
religious affiliation, disability, sexual orientation, gender identity or expression or age except by
minimum age and retirement provisions, unless based upon a bona fide occupational qualification, in
the administration or delivery of services or any other benefits under this Agreement. King County Code
Chapter 12.16 and 12.17 are incorporated herein by reference, and such requirements shall apply to this
Agreement.
12. INDEMNIFICATION
The City and its successors and assigns shall protect, save, defend, indemnify and hold harmless the
County, its elected officials, officers, employees, and agents while acting within the scope of their
employment as such, from any and all costs, claims, actions, judgments, and /or awards of damages or
expenses of any nature whatsoever, arising out of or in any way resulting from the City's acts or
omissions under this Agreement. The City agrees that it is fully responsible for the acts and omissions of
its contractors, subcontractors, consultants, and their employees and agents, acting within the scope of
their employment as such, as it is for the acts and omissions of its own employees and agents. The City
agrees that its obligations under this provision extend to any claim, demand, and /or cause of action
brought by or on behalf of any of its employees or agents. The foregoing indemnity is specifically and
expressly intended to constitute a waiver of the City's immunity under Washington's Industrial
Insurance Act, RCW Title 51, as respects the County only, and only to the extent necessary to provide
the County, its elected officials, officers, employees, and agents with a full and complete indemnity of
claims made by the City's employees. The Parties acknowledge that these provisions were specifically
Non - Motorized Transit Access Improvement Agreement
Between the City of Federal Way and King County
Page 6 of 17
negotiated and agreed upon by them. The provisions of this Section 12 shall survive the expiration or
earlier termination of this Agreement.
13. WAIVER
A failure by either Party to exercise its rights under this Agreement shall not preclude that Party from
subsequent exercise of such rights and shall not constitute a waiver of any other rights under this
Agreement unless stated to be such in a writing signed by an authorized representative of the Party and
attached to the original Agreement.
14. SEVERABILITY
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 which 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. CHANGES AND MODIFICATIONS
This Agreement may be changed, modified, or amended only by written agreement executed by
authorized representatives of both Parties.
16. REPRESENTATION ON AUTHORITY OF SIGNATORIES
The signatories to this Agreement represent that they have the authority to bind their respective
organizations to this Agreement.
17. ALL TERMS AND CONDITIONS
This Agreement contains all the terms and conditions agreed upon by the Parties. No other
understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to
exist or to bind any of the Parties hereto.
18. CONTRACT MANAGEMENT
All contact information for the management of this Agreement shall be identified herein and may be
updated by either Party for their agency only and shall be submitted in writing or electronic mail to the
other Party. Any update to the Contract Managers shall state the effective date of said update.
Non - Motorized Transit Access Improvement Agreement
Between the City of Federal Way and King County
Page 7 of 17
Contract Manager
City of Federal Way
King County
Contact Name
Rick Perez
Malva Slachowitz
Title
City Traffic Engineer
Transportation Planner
Address
33325 8th Avenue S
Federal Way, WA 98003
201 South Jackson Street, KSC-
TR -0411, Seattle, WA 98104
Telephone
253 - 835 -2740
206 - 477 -5873
Email
rick.perez @cityoffederalway.com
malva.s @kingcounty.gov
19. ASSIGNMENT
Neither this Agreement, nor any interest herein, may be assigned by either Party without the prior
written consent of the other Party.
20. EXECUTION OF AGREEMENT — COUNTERPARTS
This Agreement may be executed in two (2) counterparts, either of which shall be regarded for all
purposes as an original.
IN WITNESS THEREOF the Parties hereto have executed this Agreement by duly authorized
representatives on the dates shown below their respective signatures.
Date:
CITY OF FFDE L WAY
By:
Rob Gannon, eneral Manager im = rrell, Mayor
Metro Transit Di Islon
King County Department of Transportation City of Federal Way
Non - Motorized Transit Access Improvement Agreement
Between the City of Federal Way and King County
Page 8 of 17
Date: / I a / W /
Exhibit A
Statement of Work
Federal Way NON - MOTORIZED TRANSIT ACCESS IMPROVEMENT AGREEMENT
1. Purpose
a. To construct a staircase with ADA- accessible ramp to connect to an extension of 21St
Avenue S between 5 314th Street and S 316th Street, and provide a marked crosswalk
with pedestrian crossing treatments across S 316th Street. The City Pedestrian project
will be completed in conjunction with the development of a hotel adjacent to this
project.
2. Scope of Services
a. Project Management: The City will manage the project using existing staff with capital
project experience. Construction will be monitored through monthly progress
payments, weekly meetings with the Contractor, and daily inspections. Budget and
schedule will be monitored throughout design and construction.
b. Conceptual Design: Conceptual design is being completed as part of the ongoing
negotiations with the hotel developer.
c. Design: Once agreement is reached with the developer, the City will select a design
consultant using an RFQ/RFP process to design the project and develop the bid
documents. The project will be permitted as a capital project, under the City's SEPA
Planned Action. The City will maintain the lead agency role for SEPA. Design plans and
specifications will be prepared at 30 %, 85 %, and bid set.
d. Monitoring and Measurement Plan: The City will work with King County to develop a
monitoring and measurement plan and collect "before project" information.
e. Construction: The City will bid the project and monitor construction through
completion.
f. Inspection: Existing City staff or a consultant project manager will provide construction
inspection services, possibly with third party support for specific specialties.
g. Monitoring and Reporting: The City will monitor usage of the project facilities on an
annual basis for four years following project completion. The City will submit quarterly
progress reports during design and construction. The City will submit a Facility
Maintenance Plan upon project completion.
3. Schedule and Deliverables
The project milestones are estimated as follows:
Execution of developer agreement
Execution of funding agreement
Execution of design contract
30% Design complete
Non - Motorized Transit Access Improvement Agreement
Between the City of Federal Way and King County
Page 9 of 17
Oct 2016
Oct 2016
Jan 2017
Apr 2017
85% Design complete Nov 2017
Advertisement Jan 2018
Construction Award Feb 2018
Construction Completion Jul 2018
Project Closeout Aug 2018
4. Budget
The total project cost is estimated at $3.0 million. Funding sources include:
• Developer Contribution $1,000,000
• Local Infrastructure Financing Tool $1,200,000
• City contribution $300,000
• Regional Mobility Grant $500,000
Total $3,000,000
Design
By June 30, 2017
By June 30, 2019
Design Total
Construction
By June 30, 2017
By June 30, 2019
Construction Total
Grant Funds Match Total for Phase
$80,000 $20,000 $100,000
$160,000 $40,000 $ 200,000
$240,000 $60,000 $300,000
Grant Funds
$ 260,000
$260,000
Match Total for Phase
$0
$2,440,000 $2,700,000
$2,440,000 $2,700,000
Project Total $500,000 $2,500,000 $3,000,000
Non - Motorized Transit Access Improvement Agreement
Between the City of Federal Way and King County
Page 10 of 17
Exhibit B
Assignments and Subcontracts
Assignments, Subcontracts, and Leases
A. Unless otherwise authorized in advance in writing by WSDOT, the CONTRACTOR shall not assign
any completed Project facilities and /or infrastructure under this AGREEMENT, or execute any contract,
amendment, or change order thereto pertaining to the Project or obligate itself in any manner with any
third party with respect to its rights and responsibilities under this AGREEMENT or lease or lend the
Project or any part thereof to be used by anyone not under the CONTRACTOR's direct supervision.
B. The CONTRACTOR agrees to include Sections 11 through 25 of this AGREEMENT in each
subcontract and in all contracts it enters into for the employment of any individuals, procurement of any
materials, or the performance of any work to be accomplished under this AGREEMENT. The PARTIES
further agree that those clauses shall not be modified, except to identify the subcontractor or other
person or entity that will be subject to its provisions. In addition, the following provision shall be
included in an advertisement or invitation to bid for any procurement by the CONTRACTOR under this
AGREEMENT:
Statement of Financial Assistance:
"This AGREEMENT is subject to the appropriations of the State of Washington."
Section 11 Reports and Project Use
A. The CONTRACTOR agrees that the Project shall be used for the provision of transportation
services within the area indicated in Exhibit 1 Attachment A, for the term of the Project's plus four years
after the project is complete, as set forth in WSDOT's Regional Mobility Grants Program Guidebook, and
any subsequent amendments thereto. The CONTRACTOR further agrees that it will not use or permit the
use of the Project in a negligent manner or in violation of any law, or so as to avoid any insurance
covering the same, or permit the Project to become subject to any lien, charge, or encumbrance. Should
the CONTRACTOR unreasonably delay or fail to use the Project during the project term and reporting
period, the CONTRACTOR agrees that it may be required to refund up to the entire amount of the "State
Regional Mobility Grants Funds" expended on the Project. The CONTRACTOR shall immediately notify
WSDOT when any Project facilities and /or infrastructure is withdrawn from Project use or when the
Project or any part thereof is used in a manner substantially different from that identified in Exhibit I,
"Project Scope, Schedule and Budget" and Attachment A. If the Project is permanently removed from
transportation services, the CONTRACTOR agrees to immediately notify WSDOT of its intentions
regarding the disposal of the Project or any part of the Project thereof.
B. Reports. The CONTRACTOR shall submit quarterly reports to WSDOT for the Term of Project,
regarding the progress of the Project and annual performance reports for four calendar years after the
project is operationally complete, as prescribed in WSDOT's Regional Mobility Grants Program
Non - Motorized Transit Access Improvement Agreement
Between the City of Federal Way and King County
Page 11 of 17
Guidebook, and any subsequent amendments thereto or as WSDOT may require, including, but not
limited to, interim and annual reports. The CONTRACTOR shall keep satisfactory written records with
regard to the use of Project and shall submit the following reports to, and in a form and at such times
prescribed by WSDOT as set forth in WSDOT's Regional Mobility Grants Program Guidebook, 2015
version, and any subsequent amendments thereto:
1. An approved Performance Measurement Plan must be on file with WSDOT before
submitting the first reimbursement request.
2. An Annual Performance Report that includes a summary of overall project performance and
supporting data.
3. Reports describing the current usage of the Project and other data which WSDOT may request
from the CONTRACTOR by memos, e-mails or telephone requests.
4. In the event any portion of the Project sustains disabling damage, the CONTRACTOR shall notify
WSDOT immediately after the occasion of the damage, including the circumstances thereof.
5. The CONTRACTOR shall collect and submit to WSDOT, at such time as WSDOT may require, such
financial statements, data, records, contracts, and other documents related to the Project as may be
deemed necessary by WSDOT.
C. Remedies for Misuse or Noncompliance. The CONTRACTOR shall not use the Project or any part
thereof in a manner different from that described in Exhibit I, Project Scope, Schedule and Budget, and
Attachment A, as set forth in Section 2 of the AGREEMENT. If WSDOT determines that the Project has
been used in a manner different from Exhibit I, Project Scope, Schedule and Budget, and Attachment A,
WSDOT may direct the CONTRACTOR to repay WSDOT the State funded share of the "Project Costs."
WSDOT may also withhold payments should it determine that the CONTRACTOR has failed to comply
with any provision of this AGREEMENT.
Section 12 Maintenance of the Project
The CONTRACTOR shall make all necessary repairs and reasonably maintain the Project to assure it
remains in good and operational condition until the end of its useful life. The useful life of the
constructed project is determined by WSDOT, indicated in the "Financial Plan Table" of the 2015 -2017
Regional Mobility Grant Application that is based upon Architectural /Engineering (A &E) estimates,
materials used and industry standards for the type of structure built. All service, materials, and repairs in
connection with the use and operation of the Project during its useful life shall be at the CONTRACTOR's
expense. CONTRACTORS who are transit agencies must also have a Transit Asset Management Plan
certified by WSDOT that details the transit agency's plan to maintain the Project. All other
CONTRACTORS must submit a written Maintenance Plan to WSDOT for approval prior to the occupation
and /or operations of the Project. The CONTRACTOR agrees, at a minimum, to maintain the Project and
service or replace parts at intervals recommended in the manuals and /or instructions provided by the
subcontractors and /or component manufacturers, or sooner if needed. The CONTRACTOR shall have the
Project routinely inspected and make arrangements for any appropriate service and repair under the
manufacturer's warranty. WSDOT shall not be liable for repairs. The CONTRACTOR shall retain records
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of all maintenance and parts replacement performed on the Project in accordance with Section 22,
Audits, Inspection, and Retention of Records. The CONTRACTOR shall provide copies of such records to
WSDOT, upon request.
Section 13 General Compliance Assurance
The CONTRACTOR agrees to comply with all instructions as prescribed in WSDOT's Regional Mobility
Grants Program Guidebook and any amendments thereto. The CONTRACTOR agrees that, WSDOT
and /or any authorized WSDOT representative, shall have not only the right to monitor the compliance
of the CONTRACTOR with respect to the provisions of this AGREEMENT, but also have the right to seek
judicial enforcement with regard to any matter arising under this AGREEMENT. It is understood by the
CONTRACTOR that this assurance obligates the CONTRACTOR and any transferee of the CONTRACTOR,
or said transferee's successor(s), for the term of this AGREEMENT."
Section 14 Compliance with State Design Standards
The CONTRACTOR agrees the Project design must comply with all Washington State Standard
Specifications for Road, Bridge, and Municipal Construction
(www.wsdot.wa.gov / Publications /Manuals /M41- 10.htm), and any revisions thereto. Projects that wish
to use design standards that differ from state standards must submit a request to WSDOT's Public
Transportation Division and obtain documented approval before design work commences.
Section 15 No Obligation by the State Government
No contract between the CONTRACTOR and its subcontractors shall create any obligation or liability of
WSDOT with regard to this AGREEMENT without WSDOT's specific written consent, notwithstanding its
concurrence in, or approval of, the award of any contract or subcontract or the solicitations thereof
and the CONTRACTOR hereby agrees to include this provision in all contracts it enters into for the
design, acquisition, and construction of facilities and /or infrastructure related to the Project, or the
performance of any work to be accomplished under this AGREEMENT.
Section 16 Ethics
A. Relationships with Employees and Officers of WSDOT. The CONTRACTOR shall not extend any
loan, gratuity or gift of money in any form whatsoever to any employee or officer of WSDOT, nor shall
the CONTRACTOR rent or purchase any Project equipment and materials from any employee or officer
of WSDOT.
B. Employment of Former WSDOT Employees. The CONTRACTOR hereby warrants that it shall not
engage on a full, part -time, or other basis during the period of this AGREEMENT, any professional or
technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the
employ of WSDOT without written consent of WSDOT.
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Section 17 Compliance with Laws and Regulations
The CONTRACTOR agrees to abide by all applicable state and federal laws and regulations including but
not limited to, those concerning employment, equal opportunity employment, nondiscrimination
assurances, project record keeping necessary to evidence compliance with such federal and state laws
and regulations, and retention of all such records. The CONTRACTOR will adhere to all of the
nondiscrimination provisions in Chapter 49.60 RCW.
Section 18 State and Local Law
Except when a federal statute or regulation pre -empts state or, local law, no provision of this
AGREEMENT shall require the CONTRACTOR to observe or enforce compliance with any provision,
perform any other act, or do any other thing in contravention of state or local law. Thus if any provision
or compliance with any provision of this AGREEMENT violates state, or local law, or would require the
CONTRACTOR to violate state or local law, the CONTRACTOR agrees to notify WSDOT immediately in
writing. Should this occur, WSDOT and the CONTRACTOR agree to make appropriate arrangements to
proceed with or, if necessary, expeditiously, terminate the Project.
Section 19 Labor Provisions
Overtime Requirements. No CONTRACTOR or subcontractor contracting for any part of the Project work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not
less than one and one -half times the basic rate of pay for all hours worked in excess of forty (40) hours
in such workweek. CONTRACTOR will comply with Title 49 RCW, Labor Regulations.
Section 20 Environmental Protections and Archeological Preservation
The CONTRACTOR agrees to comply with all applicable requirements of chapter 43.21C RCW "State
Environmental Policy Act" (SEPA). The CONTRACTOR also agrees to comply with all applicable
requirements of Executive Order 05 -05, Archeological and Cultural Resources, for all capital construction
projects or land acquisitions for the purpose of a capital construction project, not undergoing Section
106 review under the National Historic Preservation Act of 1966 (Section 106).
Section 21 Accounting Records
A. Project Accounts. The CONTRACTOR agrees to establish and maintain for the Project either a
separate set of accounts or separate accounts within the framework of an established accounting
system that can be identified with the Project. The CONTRACTOR agrees that all checks, payrolls,
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invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to
the Project shall be clearly identified, readily accessible and available to WSDOT upon request, and, to
the extent feasible, kept separate from documents not pertaining to the Project.
B. Documentation of Project Costs and Program Income. The CONTRACTOR agrees to support all
allowable costs charged to the Project, including any approved services contributed by the
CONTRACTOR or others, with properly executed payrolls, time records, invoices, contracts, or vouchers
describing in detail the nature and propriety of the charges. The CONTRACTOR also agrees to maintain
accurate records of all program income derived from implementing the Project.
Section 22 Audits, Inspection, and Retention of Records
A. Submission of Proceedings, Contracts, Agreements, and Other Documents. During the term of
the Project and for six (6) years thereafter, the CONTRACTOR agrees to retain intact and to provide any
data, documents, reports, records, contracts, and supporting materials relating to the Project as WSDOT
may require. Project closeout does not alter these recording and record - keeping requirements. Should
an audit, enforcement, or litigation process be commenced, but not completed, during the
aforementioned six (6) year period then the CONTRACTOR's obligations hereunder shall be extended
until the conclusion of that pending audit, enforcement, or litigation process.
B. General Audit Requirements. The CONTRACTOR agrees to obtain any other audits required by
WSDOT at CONTRACTOR's expense. Project closeout will not alter the CONTRACTOR's audit
responsibilities.
C. Inspection. The CONTRACTOR agrees to permit WSDOT, and the State Auditor, or their
authorized representatives, to inspect all Project work materials, payrolls, maintenance records, and
other data, and to audit the books, records, and accounts of the CONTRACTOR and its contractors
pertaining to the Project. The CONTRACTOR agrees to require each third party contractor to permit
WSDOT, the State Auditor, or their duly authorized representatives, to inspect all work, materials,
payrolls, maintenance records, and other data and records involving that third party contract, and to
audit the books, records, and accounts involving that third party contract as it affects the Project.
Section 23 Permitting
The CONTRACTOR agrees to be solely responsible for all required Federal, State and /or local permitting
as related to the Project.
Section 24 Loss or Damage to the Project
A. The CONTRACTOR, at its own expense, shall cover any loss, theft, damage, or destruction of the
Project's facilities, associated equipment and /or infrastructure using either of the following methods:
1. The CONTRACTOR shall maintain property insurance for facilities, associated equipment and /or
infrastructure adequate to cover the value of the Project; the CONTRACTOR shall supply a copy of the
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Certificate of Insurance specifying such coverage to WSDOT with the first request for reimbursement,
and supply proof of renewal annually thereafter; or
2. The CONTRACTOR shall certify that it has self- insurance and provide a written certificate of self -
insurance to WSDOT with the first request for reimbursement, and annually thereafter. The
CONTRACTOR will cover from its own resources the costs of repairing or replacing any Project facilities,
associated equipment and /or infrastructure, if it is stolen, damaged, or destroyed in any manner.
B. If the damage to the Project does not result in a total loss, payments for damage shall be paid
directly to the CONTRACTOR. The CONTRACTOR shall, within thirty (30) days, either: 1. Devote all of the
insurance proceeds received to repair the Project and place it back in service, and the CONTRACTOR
shall, at its own expense, pay any portion of the cost of repair which is not covered by insurance; or
2. In the event the CONTRACTOR certified to self- insurance, devote all funds necessary to repair
the Project and place it back into service.
C. If the Project is a total loss, either by theft or damage, the insurance proceeds or equivalent
shall be paid directly to the CONTRACTOR and within fifteen (15) days the CONTRACTOR shall pay
WSDOT its proportionate funded share of such proceeds received. The CONTRACTOR shall within sixty
(60) days of loss, theft, or damage, notify WSDOT that it either:
1. Intends to replace the lost Project facilities, associated equipment and /or infrastructure; or
2. Does not intend to replace the lost Project facilities, associated equipment and /or
infrastructure.
D. If the CONTRACTOR intends to replace the Project facilities, associated equipment and /or
infrastructure then WSDOT will reimburse the CONTRACTOR upon receipt of an approved invoice, funds
up to the amount WSDOT received in insurance proceeds.
E. Coverage, if obtained or provided by the CONTRACTOR in compliance with this section, shall not be
deemed as having relieved the CONTRACTOR of any liability in excess of such coverage as required by
the limitation of liability section of this AGREEMENT, or otherwise.
Section 25 Limitation of Liability
A. The CONTRACTOR shall indemnify and hold WSDOT, its agents, employees, and officers
harmless from and process and defend at its own expense any and all claims, demands, suits at law or
equity, actions, penalties, losses, damages, or costs (hereinafter referred to collectively as "claims "), of
whatsoever kind or nature brought against WSDOT arising out of, in connection with or incident to this
AGREEMENT and /or the CONTRACTOR's performance or failure to perform any aspect of this
AGREEMENT. This indemnity provision applies to all claims against WSDOT, its agents, employees and
officers arising out of, in connection with or incident to the negligent acts omissions of the
CONTRACTOR, its agents, employees and officers. Provided, however, that nothing herein shall require
the CONTRACTOR to indemnify and hold harmless or defend the WSDOT, its agents, employees or
officers to the extent that claims are caused by the negligent acts or omissions of the WSDOT, its agents,
employees or officers. The indemnification and hold harmless provision shall survive termination of this
AGREEMENT.
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B. The CONTRACTOR shall be deemed an independent contractor for all purposes, and the
employees of the CONTRACTOR or its subcontractors and the employees thereof, shall not in any
manner be deemed to be employees of WSDOT.
C. The CONTRACTOR specifically assumes potential liability for actions brought by CONTRACTOR's
employees and /or subcontractors and solely for the purposes of this indemnification and defense, the
CONTRACTOR specifically waives any immunity under the State Industrial Insurance Law, Title 51
Revised Code of Washington.
D. In the event either the CONTRACTOR or WSDOT incurs attorney's fees, costs or other legal
expenses to enforce the provisions of this section of this AGREEMENT against the other PARTY, all such
fees, costs and expenses shall be overable by the prevailing PARTY.
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