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AG 22-053 - WSDOTRETURN TO: PW ADMIN EXT: 2700 ID #: 4043 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIv: PUBLIC WORKS / Traffic 2. ORIGINATING STAFF PERSON: RICK Perez EXT: 2740 3. DATE REQ. BY: 01 /15/2022 3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): 0 INTERLOCAL ❑ OTHER 4. PROJECT NAME: Adaptive Traffic Control System s. NAMEOFCONTRACrOR: Washington State Department of Transportation ADDRESS: PO Box 330310. Seattle WA 98133-9710 TELEPHONE: 206-440-4714 F-MAIL: zimmerla-wsdot.wa.aov FAX: SIGNATURE NAME: Mark Leth TITLE: Re ion Traffic Engineer 6. EXHIBITS AND ATTACHMENTS: p 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. _/_/ 7. TERM: COMMENCEMENT DATE: Upon execution 1 1112.2 COMPLETION DATE: 1 Year term, renewed annually 8. TOTAL COMPENSATION: $ 0.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIE'UIiEI] INITIAL / DATE APPROVED 8 PROJECT MANAGER RAP 27 Dec 2021 11 DIVISION MANAGER RAP 27 Dec 2021 ❑ DEPUTY DIRECTOR DSW 12/30/21 ❑ DIRECTOR EJW 1H2/2022 ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW DEPT KVA 1/11/2021 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: 07 Feb 2022 COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: 15 Feb2022 COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC' D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED ❑ FINANCE DEPARTMENT LAw DEPT W-vA $ zt T-zZ SFGNAT0RY (MAYOR OR DIRECTOR} 22 Z % CITY CLERK 9 V, 09 if t wfj AS5[GNEDA.G ## AG _ 1GNMC0.PY1M=*R"ffjkf�V �,V7 DATE SENT: COMMENTS: 1� r EXECUTE"�" ORIGINALS t c'y 1. �• L l �� � � WSDOT template: Any changes requested to be routed through Lara Zimmermann City signs first Rerouted due to WSDOT revisions (only look them 9 months) l /2020 GMB 1160 Agreement between the City of Federal Way and the Washington State Department of Transportation for Maintenance and Operation of Adaptive Signal Systems This Maintenance Agreement, hereinafter "Agreement," is entered into between the Washington State Department of Transportation, hereinafter "WSDOT," and the City of Federal Way, Washington, hereinafter the "City," collectively the "Parties" and individually the "Party." RECITALS The City has a Citywide Adaptive Signals project, hereinafter the "Project," for improvements at signalized intersections throughout the City, including installation of an adaptive control system. Funding for the Project includes federal funding pursuant to Federal Aid No. HSIP-CM- 000S(464) and the Project is to be constructed in compliance with federal aid project guidelines. 2, WSDOT owns five of the signalized intersections that are part of the Project. Four of these intersections have ramp signals, hereinafter the "WSDOT Ramp Signals," located at I-5 at South 320' Street (SB Ramp), I-5 at South 320t' Street (NB Ramp), I-5 at SR 18 (SB Off Ramp), and SR 161 at SR 18 (WB Off Ramp), as shown in Exhibit A. The fifth signalized intersection, hereinafter the "WSDOT Non -Ramp Signal," is located at SR 161 at Milton Road South/South 360'h Street, as shown in Exhibit A. The WSDOT Ramp Signals and WSDOT Non -Ramp Signal are hereinafter collectively the "WSDOT Signals." Blank out signs that have been installed by WSDOT at I-5 at South 320t' Street (SB Ramp) for turns to westbound 320' Street are deemed part of the WSDOT Signals for purposes of this Agreement. Luminaires owned by WSDOT associated with the five signalized intersections, hereinafter "WSDOT Luminaires," are deemed to be part of the WSDOT Signals for purposes of this Agreement. Locations of the WSDOT Luminaires and the City -owned Luminaires are shown in Exhibit B and the City's maintenance and operation responsibilities for the WSDOT Luminaires are defined in Section 3 of this Agreement. WSDOT has permitted the City's construction for the Project in WSDOT I-5, SR 18 and SR 161 right of way in Construction Agreement GCB 3359. 4. The Parties desire to define maintenance and operation obligations regarding the WSDOT Signals and WSDOT Luminaires. 5. The City acknowledges that the costs and expenses incurred by the City in maintaining and operating the WSDOT Signals and WSDOT Luminaires are offset by the benefits the City receives by having improved traffic signal performance at interfaces with City streets. NOW, THEREFORE, pursuant to RCW 47.28.140, the above recitals are incorporated herein as if fully set forth below, and in consideration of the terms, conditions, covenants and performances contained herein, and the attached Exhibit A, Exhibit B and Exhibit C, which are incorporated and made a part hereof, IT IS MUTUALLY AGREED AS FOLLOWS: 1. CITY OPERATION OF WSDOT RAMP SIGNALS GMB 1160 Page 1 of 10 1.1 At its sole cost and expense, the City will operate the WSDOT Ramp Signals at the intersection locations shown in Exhibit A by carrying out the responsibilities specified in Sections 1.2 through 1.12 of this Agreement. 1.2 The ramp signals at the intersection of the on -ramp and off -ramp with the arterial serve as control devices transitioning from "intermittent platoon," as in arterial signal control, to "steady and paced release," as in ramp metering control. In general, the transitional signal timing strategies are to make the platoon smaller and more frequent. This may include adjustment to multiple timing parameters, including cycle length, offset, conditional service, turn restriction, etc. The City will operate the WSDOT Ramp Signals consistent with these transitional signal timing strategies. 1.3 Within ninety (90) days of the date the City takes over responsibility for the operation of the WSDOT Ramp Signals pursuant to this Agreement, the Parties will jointly develop a traffic signal timing plan based on the dynamic capacity of the on -ramp and the dynamic demand of the off -ramp. 1.4 The City will operate the ramp terminal signals within the capacity constraint of the on -ramp capacity. 1.5 The City will program the City's arterial control system to be responsive and adaptive to the dynamic changes of on -ramp capacity in real time. 1.6 The City will use its best efforts to program the ramp terminal signals and arterial controls to avoid off -ramp queues extending onto the freeway. The Parties understand that only occasionally in situations of severe congestion and limited flow on City streets, off -ramp queues may extend onto the freeway despite the City's best efforts. 1.7 The City will terminate and/or truncate any green interval/phase feeding into the ramp soon enough so that ramp storage space is available for the following phase feeding into the ramp. 1.8 The City will use the vehicle detector output designated by WSDOT to provide necessary data for the City adaptive system. 1.9 The City will install any detection needed on the City street and the on -ramp to monitor ramp back up and adjust arterial timing so ramp storage is maintained and does not back up onto City streets. 1.10 The City will provide certain detector output and system timing parameters from their adaptive system to WSDOT. 1.11 The City will comply with WSDOT requirements as per the Traffic Operations Manual for settings such as minimum vehicle green, minimum vehicle clearance (yellow and all red), minimum walk time, and minimum flashing don't walk. The City will use WSDOT provided values for clearance intervals in the WSDOT provided clearance calculation sheet with the understanding that adaptive signal control can vary based on real time demands during the day. 1.12 The City will provide a work station for the adaptive system at WSDOT Northwest Region Headquarters. GMB 1160 Page 2 of 10 2. CITY OPERATION OF WSDOT NON -RAMP SIGNAL 2.1 At its sole cost and expense, the City will operate the WSDOT Non -Ramp Signal at the intersection location shown in Exhibit A by carrying out the responsibilities specified in Section 2.2 through 2.3 of this Agreement. 2.2 The City will coordinate and adjust signal timing as necessary and requested by WSDOT. 2.3 The City will comply with WSDOT standards for settings such as minimum vehicle green, minimum vehicle clearance (yellow and all red), minimum walk time, and minimum flashing don't walk. The City will comply with WSDOT standards for clearance intervals (yellow, all red, walk and flashing don't walk). The clearance intervals will be provided by WSDOT Traffic - Signal Operations staff. 3. CITY MAINTENANCE AND REPAIR OF THE WSDOT SIGNALS 3.1 The City, at its sole cost and expense, will maintain and repair the WSDOT Signals (both Ramp and Non -Ramp) by carrying out the responsibilities specified in Sections 3.2 through 3.7 of this Agreement. The City will label service cabinets with City contact information for the public. 3.2 The City will perform all routine and ordinary maintenance and repair, in addition to Minor and Yearly Preventative Maintenance of the WSDOT Signals, as defined in Exhibit C. 3.3 The City will provide routine maintenance of the WSDOT Signals, including the WSDOT Luminaires identified in Exhibit B, as follows: 3.3.1 Remove and replace failed and obsolete signal and signal mast street light components (i.e. load switches, loop amplifiers, conflict monitors, light fixtures, etc.). 3.3.2 Maintain accurate maintenance records as to the time and materials used in completing the various tasks. 3.3.3 Provide routine preventative maintenance, including signal controller equipment (inside the controller cabinet) and display and detection equipment (including, but not limited to, signal heads, lamps, etc.) to the extent consistent with WSDOT's current preventative maintenance standards as now adopted or hereafter amended. 3.3.4 Provide replacement of luminaire lamps on a four-year cycle. 3.3.5 Provide periodic visual inspections of the service cabinet to maintain wiring and circuits. 3.3.6 Repair and replace failed illumination components, burned out lamps, and circuit failures as necessary and/or requested by WSDOT. 3.4 Standards: Work to be performed by the City will be consistent with current WSDOT practices, as follows: GMB 1160 Page 3 of 10 3.4.1 Components employed in traffic signal systems, Intelligent Transportation Systems (ITS), illumination systems, or any other electrical installation will conform to requirements of WAC 296-4613-010 Traffic management systems. 3.4.2 The City will document work performed in Signal Maintenance records. 3.5 The City will respond to unplanned maintenance call -outs as soon as possible and no longer than two hours after the City receives the call -out. This responsibility includes after hours and weekends and holidays. 3.6 At its sole cost and expense, the City will provide and install any equipment for the WSDOT Signals if such equipment differs from that provided by WSDOT. 3.7 Locates: At its sole cost and expense, the City, as the Party responsible for the maintenance and operation of the WSDOT Signals pursuant to this Agreement, will comply with the requirements of Chapter 19.122 RCW, including, but not limited to: 3.7.1 The City will notify the Washington 811 service that the City is responsible for the WSDOT Signals and provide a map of the WSDOT Signals area to the Washington 811 service. 3.7.2 Whenever the Washington 811 service notifies the City of a locate request in the WSDOT Signals area, the City will perform the locate and mark the location of underground facilities as specified by RCW 19.122.030 and RCW 19.122.031, as applicable. 3.8 Traffic Control 3.8.1 The City agrees that traffic control for any work in WSDOT right of way authorized under this Agreement will be in compliance with the Manual on Uniform Traffic Control Devices (MUTCD). 3.8.2 The City will not perform any work authorized under this Agreement in such a manner as to conflict with, impede or disrupt in any way state highway construction, operation, or maintenance, or interfere with or endanger the safety of the traveling public. If it is likely that the City's work will conflict with, impede or disrupt in any way state highway construction, operation or maintenance, or interfere with or endanger the safety of the travelling public, then the City will submit traffic control plans to the WSDOT Construction Traffic Control Operations Manager for the Northwest Region (contact information in Section 11) for review and approval prior to the start of the City's work. WSDOT will review and approve, modify, or reject the City's traffic control plans within fifteen (15) working days after receipt of the plans. If WSDOT rejects the plans, WSDOT will work cooperatively with the City to develop acceptable plans. 4. CITY AND WSDOT COORDINATION AND PERFORMANCE 4.1 The City will notify WSDOT in writing which entity is carrying out the City's obligations to maintain, operate and/or repair the WSDOT Signals pursuant to this Agreement. If the City later chooses another entity to carry out its obligations it will notify WSDOT in writing by the next GMB 1160 Page 4 of 10 working day and will continue to provide updates to WSDOT of further changes, if any. "Writing" includes communication by email. 4.2 WSDOT and the City will meet at least quarterly to review system changes and issues of maintenance and operation of the WSDOT Signals. If both Parties agree a quarterly review meeting may occur by phone and/or via online meeting. 4.3 The City will work with WSDOT to implement improvements in response to safety and operational reviews conducted by WSDOT. These reviews include, but are not limited to, high accident reviews, left turn studies, and corridor field assessments. 4.4 The City will notify WSDOT of work performed on the WSDOT Signals to allow coordination with WSDOT's freeway and traffic signal maintenance and signal operations activities. 4.5 The City will coordinate review of modifications with WSDOT prior to implementation, except where extraordinary circumstances require the City to take immediate remedial action. In the event a condition exists concerning the WSDOT Signals resulting from storm damage, third party damage, unknown third party damage, or other reasons, the City may of its own volition remove any obvious and immediate traffic hazards before notification to WSDOT. The City is responsible for implementing and maintaining necessary traffic control in accordance with Section 3.8 from the point at which the condition is identified until the traffic signal system is restored to its previous functional state. 4.6 The City agrees to respond to all constituent and media inquiries pertaining to maintenance and operation of the WSDOT Signals. 5. DEFICIENT MAINTENANCE 5.1 In the event the City does not perform necessary maintenance and/or repair of the WSDOT Signals, WSDOT shall notify the City of the deficiency in writing. The City agrees to correct the noted deficiency within thirty (30) calendar days of receipt of notice. If the City cannot, with due diligence, correct the deficiency within a period of thirty (30) calendar days from receipt of WSDOT's written notice, the City may make a written request of WSDOT for an extension of time, and WSDOT shall respond in writing and either grant an extension or deny the request. WSDOT shall not, without good cause, deny such request. 5.2 In the event the City does not correct a deficiency within thirty (30) calendar days of receipt of WSDOT's notice, or within the approved extension of time, if any, WSDOT, in its sole discretion, may perform the work to correct the deficiency. Such work may be accomplished by WSDOT personnel or its authorized contractor and the City agrees to reimburse WSDOT for its actual direct and related indirect costs in accordance with Section 7. 6. EMERGENCY MAINTENANCE 6.1 The City, at its sole cost and expense, agrees to perform emergency maintenance and operation of the WSDOT Signals. An emergency includes, but is not limited to, replacement of traffic signal systems or components resulting from accidents, adverse weather, vandalism or other forces or actions. GMB 1160 Page 5 of 10 6.2 In the event WSDOT identifies a condition in the WSDOT Signals that warrants emergency maintenance, WSDOT will notify the City and request that the City address the maintenance problem. Upon WSDOT notification to the City, and in the event the City is not available to perform such emergency maintenance, WSDOT reserves the right to perform the necessary emergency work. Such work may be accomplished by use of WSDOT personnel or a contractor and will be at the expense of the City, and the City agrees to reimburse WSDOT for the actual direct and related indirect costs in accordance with Section 7 of this Agreement. 7. PAYMENT 7.1 In the event WSDOT or its contractor performs any maintenance and/or repair work authorized pursuant to this Agreement, WSDOT shall invoice the City for the actual direct and related indirect costs associated with the work performed. Upon receipt of a detailed, itemized invoice from WSDOT, the City shall make payment within thirty (30) calendar days. All sums due from the City to WSDOT and not paid within thirty (30) calendar days of the date of invoice shall bear interest at the rate of twelve percent (12%) per annum, or the highest rate of interest allowable by law, whichever is greater; provided that, if the highest rate allowable by law is less than twelve percent (12%), interest charged hereunder shall not exceed that amount. Interest shall be calculated from the thirty-first calendar day until the date paid. If the City objects to all or any portion of an invoice it shall notify WSDOT within twenty (20) calendar days from the date of receipt and shall pay only that portion of the invoice not in dispute. WSDOT and the City shall immediately make every effort to settle the disputed portion, and if necessary utilize dispute resolution as provided for in Section 12.5 of this Agreement. No interest shall be due on any portion of an invoice the City is determined not to owe following settlement between the parties or completion of dispute resolution process. 7.2 WSDOT shall pay for all operational power costs for facilities owned by WSDOT. 7.3 The City shall pay for all operational power costs for facilities owned by the City. 8. RIGHT OF ENTRY 8.1 WSDOT grants to the City and its authorized agents, contractors, subcontractors, and/or employees, a right of entry onto WSDOT I-5, SR 18 and/or SR 161 right of way for the purpose of performing maintenance, operation and/or work authorized by this Agreement. 8.2 The City grants to WSDOT and its authorized agents, contractors, subcontractors, and/or employees, a right of entry onto City property and/or City right of way for the purpose of performing maintenance, operation and/or repair work authorized by this Agreement. 9. DAMAGE TO RIGHT OF WAY 9.1 The City and its authorized agents, contractors, subcontractors, and/or employees shall not damage the I-5, SR 18 and/or SR 161 right of way while performing maintenance, operation and/or repair of the WSDOT Signals. 9.2 If the City, its authorized agents, contractors, subcontractors, and/or employees do damage the I- 5, SR 18 and/or SR 161 right of way the City agrees to be directly responsible to WSDOT for the cost of reasonable repairs; provided that, prior to either the City or WSDOT commencing any GMB 1160 Page 6 of 10 such repairs, the Parties shall meet and confer regarding the nature and scope of repairs that are needed and shall allocate responsibility for the work. 10. THIRD PARTY DAMAGE 10.1 The City shall be responsible for repairing all third party damage to the WSDOT Signals at the City's expense. 10.2. If WSDOT has information concerning third party damage to the WSDOT Signals it shall inform the City as soon as practicable. 11. PARTY REPRESENTATIVES 11.1 For all communications under this Agreement the Parties designate the following representatives: City of Federal Way Washington State De artment of Transportation Rick Perez, P.E. Karen McKenzie City Traffic Engineer Signals Maintenance Superintendent City of Federal Way Washington State Department of Transportation 33325 8th Avenue South 3700 Ninth Avenue South Federal Way, WA 98003 Seattle, WA 98134 (253)835-2740 (206)442-2119 rick.perez@..cityoffederalwaw.coFn McKenzK@wsdot.wa.gov Traffic Control Matters Contact: Bonnie Nau Construction Traffic Control Operations Manager Washington State Dept. of Transportation 15700 Dayton Ave North Seattle, WA 98133 206.440.4471 naub wsdot.wa. ov 11.2 A Party may designate an alternative representative and in this event shall notify the other Party in writing, which includes communication by email. 12. GENERAL PROVISIONS 12.1 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. 12.2 Term: The Term of this Agreement shall commence as of the last date signed below and shall continue for one year. The Agreement shall be automatically renewed for another one-year period on a calendar basis unless the Agreement is earlier terminated. GMB 1160 Page 7 of 10 12.3 Termination: 12.3.1 This Agreement may be terminated by the mutual agreement of the Parties, in writing, by those authorized to bind the Parties. 12.3.2 WSDOT may terminate this Agreement by providing sixty (60) calendar days written notice to the City. If WSDOT provides such notice to the City, this Agreement shall terminate sixty (60) calendar days from the date the City receives WSDOT's notice. 12.3.3 The City may terminate this Agreement by providing sixty (60) calendar days written notice to WSDOT. If the City provides such notice to WSDOT, this Agreement shall terminate sixty (60) calendar days from the date WSDOT receives the City's notice. 12.3.4 If WSDOT determines that the City has not maintained and operated any of the WSDOT Signals in conformance with WSDOT standards, WSDOT may terminate this Agreement by giving written notice with a date certain for termination, which may be immediately upon the City's receipt of the notice or upon an alternative date specified by WSDOT in its written notice. 12.3.5 In the event of a termination of this Agreement, if the City has allowed non-WSDOT standard signal operation equipment to be placed in the WSDOT Signals, the City shall return all signal system controllers and software to WSDOT standards. The City shall abide by whatever WSDOT standards are in place at the time of termination. The City may keep its own equipment. Equipment or software placed by the City consistent with WSDOT standards on the date of installation are not required to be replaced at the time of termination. 12.3.6 Any termination of this Agreement shall not prejudice any rights or obligations accrued to the Parties prior to termination. 12.4 Indemnification and Waiver: Each of the Parties shall protect, defend, indemnify, and hold harmless the other Party and its officers, officials, employees, and/or authorized agents, while acting within the scope of their employment as such, from any and all costs, claims, judgements, and/or awards of damages (both to persons and/or property), arising out of, or in any way resulting from, that Parry's obligations performed or to be performed pursuant to the provisions of this Agreement. No Party shall 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 sole negligence of the other Party. Where such claims, suits, or actions result from the concurrent negligence of the Parties, their officers, officials, employees, and/or authorized agents, and/or involve 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 the indemnifying Party, its officers, officials, employees, and/or authorized agents. The Parties 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 their officers, officials, employees, and/or authorized agents. For this purpose only, the Parties, by mutual negotiation, hereby waive, with respect to each other only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. This indemnification and waiver shall survive the termination of this Agreement. GMB 1160 Page 8 of 10 12.5 Disputes: The Parties shall work collaboratively to resolve disputes and issues arising out of, or related to, this Agreement. Disagreements shall be resolved promptly and at the lowest level of hierarchy. To this end, following the dispute resolution process in Sections 12.5.1 through 12.5.4 shall be a prerequisite to the filing of litigation concerning any dispute between the Parties: 12.5.1 The Representatives designated in this Agreement shall use their best efforts to resolve disputes and issues arising out of, or related to, this Agreement. The Representatives shall communicate regularly to discuss the status of the tasks to be performed hereunder and to resolve any disputes or issues related to the successful performance of this Agreement. The Representatives shall cooperate in providing staff support to facilitate the performance of this Agreement and the resolution of any disputes or issues arising during the term of this Agreement. 12.5.2 A Parry's Representative shall notify the other Party in writing of any dispute or issue that the Representative believes may require formal resolution according to Section 12.5.4. The Representatives shall meet within five (5) working days of receiving the written notice and attempt to resolve the dispute. 12.5.3 In the event the Representatives cannot resolve the dispute or issue, the City's Mayor, and WSDOT's Northwest Region Administrator, or their respective designees, shall meet and engage in good faith negotiations to resolve the dispute. 12.5.4 In the event the City's Mayor and WSDOT's Northwest Region Administrator, or their respective designees, cannot resolve the dispute or issue, the City and WSDOT shall each appoint a member to a disputes board. These two members shall then select a third member not affiliated with either Party. The three member board shall conduct a dispute resolution hearing that shall be informal and unrecorded. All expenses for the third member of the dispute board shall be shared equally by both Parties; however, each Party shall be responsible for its own costs and fees. 12.6 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. 12.7 Records and Audit: All records for maintenance, operation and/or repair work done pursuant to this Agreement shall be held and kept available for inspection and audit by WSDOT, the City and the Federal government for a period of six (6) years from the date of termination of this Agreement or any final payment authorized under this Agreement, whichever is later. Each Party shall have full access to and right to examine said records, during normal business hours and as often as it deems necessary. Should a Party require copies of any records from the other Party, the requesting Party agrees to pay the costs thereof. In the event of litigation or claim arising from the performance of this Agreement, the City and WSDOT agree to maintain the records and accounts until such litigation, appeal or claims are finally resolved. This section shall survive the termination of this Agreement. 12.8 Severabil ity: Should any section, term or provision of this Agreement be determined to be invalid, the remainder of this Agreement shall not be affected and the same shall continue in full force and effect. GMB 1160 Page 9 of 10 12.9 Calendar DU: Calendar day means any day on the calendar including Saturday, Sunday, a federal holiday, or a state holiday. 12.10 Working Day: Working day means any day other than Saturday, Sunday, a federal holiday, or a state holiday. Federal and/or state holidays include: • New Year's Day • Martin Luther King, Jr. Day ■ Presidents' Day • Memorial Day • Juneteenth • Independence Day ■ Labor Day • Columbus Day ■ Veterans Day • Thanksgiving Day • Native American Heritage Day • Christmas Day 12.11 [nslependent Contractor: Each Party shall be deemed an independent contractor for all purposes, and the employees of each Party or any of its contractors, subcontractors, consultants, and the employees thereof, shall not in any manner be deemed to be employees of the other Party. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Parry's date last signed below. City of Federal Way Washington State Department of Transportation Sign and Date: Sign and Date; 3ned 122/72 Mark P. by MarkP.11y Leth by Mark P. Leth Leth Date:2022.04.27 13:55:30-07'00' Name: '��� "�0.v't5 Mark Leth Title: ��1tP.Y'� C�kl PA Assistant Regional Administrator Traffic Management - Northwest Region Approved as to Form Approved as to Form City of Federal Way Washington State Department of Transportation Sign and Date: Sign and Date: p.� �Z Z _ I—3/21 �LOL� � l/� Q Name: City Attorney k.• co1 Name: �}P.�L **70 ssrstant Attorney General GMB 1160 Page 10 of 10 ORIGINAL 12.9 Calendar Day: Calendar day means any day on the calendar including Saturday, Sunday, a federal holiday, or a state holiday. 12.10 Working Day: Working day means any day other than Saturday, Sunday, a federal holiday, or a state holiday. Federal and/or state holidays include: • New Year's Day • Martin Luther King, Jr. Day ■ Presidents' Day • Memorial Day • Juneteenth • Independence Day • Labor Day • Columbus Day ■ Veterans Day • Thanksgiving Day • Native American Heritage Day • Christmas Day 12.11 Independent Contractor: Each Party shall be deemed an independent contractor for all purposes, and the employees of each Party or any of its contractors, subcontractors, consultants, and the employees thereof, shall not in any manner be deemed to be employees of the other Party. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Parry's date last signed below. City of Federal Way Washington State De artment of Transportation Sian and Date: Sign and Date: 9W-1 ` .3 Name: "�0.V 5 Mark Leth Title: 1!1} P�r'� C�}� Advw:r�5iv'u�cr Assistant Regional Administrator Traffic Management - Northwest Region Approved as to Form Approved as to Form City of Federal Way Washington State Department of Transportation Sian and Date: Sign and Date: 11--4 - k1b Name: Name: ��11 Name: City Attorney � �� Assistant Attorney General GMB 1160 Page 10 of 10 J GMB 1160 Exhibit A WSDOT Signals at SR 5 AMC CLASSIC O G.leway S f © ® MarlerIes Markel' lrn S J'Stlo Rarn Rmaw In Mclh,nald s !< &every © S3201h-t ❑i3201n 51 , k Z R 5 2 320th St. M RampjI- Sig 037 • b Ftt— 4�.� v i201;9 ,1 Y In foc Page 1 of 1 SR 5 a S 320th St (N8 Ramp) - Sig 039 South Rescue S 320Jh SI 311L1151 5 32ol n OFederal Way vet Center AMW Supply KOAM N P Nup11101d1 Q Educallonar.apattn, Aermek 7avrs ' �r-n;re tP WSDOT Signals at SR 5 and SR 161 •&cote nansa,wltew." V 5R 5 OSR 18 (SB 11R ami11 ; Arr. supercenra Q titp t176 S)11m Si -- A,erY9llheResenreQ - •• i - Ce.lrn Wholesale Q ACa�rJv Pa'k g s� M lY.eia _•. �Y le- Y Itlf -. , R 1 A (W5Off Rampj Sly 5 S 8 wad..,.., Ir.Ra y v. el •" • r. <k Go gle QAk ForceCffIcer ar HnIth profession& Washmglon g comerence of sevemh 7 3 4 Map data 02019 200 h Mw data 02019 Gwille 000 fl- Ini u w = oLU z -Ai F 5 1 � L Q yb ���pppjjj g Lo Q W�a � a d z - O a LL w ,Z �n m �Q r •. f z 2 ,- y z Q > LU a z Q 0r w z u z 0 z 0 0 0 0 0 } 0 3 u 3 4 m L)j I' r immm¢� n w LL W iL�O nW n = in z w g r �b oU) mew O _o Ln _ N W a. 1 0 0 W r a Q :z a z c " rT• } ' o z z z z a a rn z � z z a g F z o } a Z U I}- � l vi w z U z o o {{ p O O i o o � : (-&=LLI d .��•� �»/� � �5� � � - �� . f\ �� ■ �z . �®4-- � • � p ¥ .� " ' . . !z - • . g t Ln m q� � / � « \ - } $ � ( § ( } z A vi : k \ § ) § $ §lea: ( ¢ \B/ E k !r F ILI L a O W Y Fa z z 1—i Yk' F N vi u z z o vi z 0 30 0 o > o 3 u 3 mmnd'� W0:]Z0 ¢ z ¢ :Y w :z w V -i:g IW Z'L x L nwuax Exhibit C GMB 1160 Federal Way and WSDOT Agreement Page 1 of 1 SIGNAL MINOR PREVENTATIVE MAINTENANCE (PM) (1 unit per signal system): No less than one Minor PM every two months except where otherwise stated 1. Check controller operation. 2. Check controller date and time. 3. Observe loop amps for normal operation. 4. Check preemption for all directions. 5. Test pedestrian detection and indication. 6. Observe all signal heads for normal operation. 7. Observe loops in roadway. 8. Note any deficiencies that need to be corrected. 9. Spot check air filter replace if needed. 10. Vacuum out cabinet if needed. 11. Every time cabinet is opened log book is to be signed in date/time and purpose of site visit and sign. 12. Check signal interconnect system. 13. Check UPS (uninterrupted power supply) battery twice peryear. SIGNAL YEARLY PREVENTATIVE MAINTENANCE (PM) (1 unit per signal system) 1. Check all cabinet wiring and terminals for tightness. 2. Check cabinet seals, locks, hinges, vent fan paint, remove graffiti, etc. for proper operation and appearance. 3. Check controller programming (timing, timing sheet, Transit Oriented Development (TOD) programs, communications, etc. ) for proper operation. 4. Test conflict monitor. 5. Perform Signal Minor PM (2612). 6. Note any deficiencies that need to be corrected. Exhibit C GMB 1160 Page 1 of 1