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HomeMy WebLinkAbout22-057 - Washington State Transportation Improvement Board - Grant Agreement: ADA and Pedestrian Improvements22-057 Council Approval 5/2/22 Washington State Transportation Improvement Board Complete Streets Award Grant Agreement City of Tukwila C -P-118(001)-1 Complete Streets Award STATE OF WASHINGTON TRANSPORTATION IMPROVEMENT BOARD AND CITY OF TUKWILA GRANT AGREEMENT THIS GRANT AGREEMENT ent") is made and entered into between the WASHINGTON STATE TRANSPORTATION IMPROVEMENT BOARD ("TIB") and the CITY OF TUKWI LA, a Washington state municipal corporation ("RECI P1 ENT"). WHEREAS, the TIB has deve!oped a grant program, Complete Streets, to provide for the retrofit of streets and roaect") for eligible cities, towns, and counties to provide access to all users, including bicyclists, pedestrians, motorists, and public transportation riders, and WHEREAS, the above -identified RECIPIENT is eligible to receive a Pject grant pursuant to ordinance 2222 and that it has the legal authority to receive such grant and to perform the Project pursuant to the terms of this grant NOW, THEREFORE, pursuant to chapter 47.26 RCW, RCW 47.04.320, and WAC 479-10-500 et seq, the above recitals that are incorporated herein as if fully set forth below, and in consideration of the terms, conditions, and performances contained herein, and the attached Exhibits, if any, which are made a part hereof, IT IS MUTUALLY AGREED AS FOLLOWS: 1. GRANT TIB agreeto grant funds in the amount of FOUR HUNDRED THOUSAND AND NO/100 dollars ($400,000) for the Project pursuant to the terms contained herein, and the RECIPIENT a to accept such grant funds and agrees to perform and be subject to the terms and conditions of this Agreement. 2. PROJECT AND BUDGET The Project shall provide for the retrofit of icientified streets or roads on the RECIPIENT's approved work plan. In accordance with applicable laws and ordinances, the RECIPIENT agrees to enter into an agreement with an independent contractoand/or material providers, or otherwise provide for the Project work plan to be completed by the RECIPIENT's own forces. The RECIPIENT further agrees that it shall be solely responsible for and shall pay its independent contractor and/or material providers. If RECIPIENT uses its own forces, it shall be solely resnsible for paying the costs thereof. Under no circumstances shall the TIB be responsible to any third party for the payment of labor or materials used in completing the Project work plan. The Pject work plan may be amended by the Parties, pursuant to Section 7. 3. PROJECT WORK PLAN AND DOCUMENTATION Complete Streets Grant Agreement Page 1 of 5 December 2016 Washington State Transportation Improvement Board C -P-116(001)'1 Complete Streets Award Grant Agreement The RECIPIENT agrees to and shall make reasonable progress and submit timely Project documentation, as applicable, throughout the term of this Agreement and Project. Required documents induda, but are not limited to the fotiowing: a) Project work plan describing eligibie items with estimated costs; b) Documentation to support alt costs expended on the Project work plan; and b) Project work plan Closeout Form. 4. PAYMENT AND RETURN OF GRANT FUNDS TIB will pay the full grant award to the RECIPIENT after TIB approves the Project work plan and the Parties fully execute this Agreement; provided that there are legislatively appropriatedfundu available. The RECIPIENT agrees that it shall hold the grant funds in a separate and identifiable account and only use said funds to pay the actual direct and related indirect costs of the approved P'ectvvorkp|an. Grant funds not expended on approved Pject work plan items by March 25th, 2025 shall be returned to TIB within ninety (90) days after receipt of TIB's written notification. 5. USE OF COMPLETE STREETS GRANT FUNDS RECIPIENT agreethat the grant funds shall only be used to complete the aProject work plan. Otherwise, RECIPIENT is subject to the Default and Termination provisions of Section 9. 6. RECORDS MAINTENANCE 6.1 The RECIPIENT shall maintain books, records, documents, data and other evidence relating to this Agreement and performance of the Project work o|on' including but not limited to accounting procedures and practices which sufficiently and properly reflect all actual direct and related indirect costs of any nature expended in the performance of this Agreement. RECIPIENT shall retain such records for a period of six years after the completion of the P'act work plan and TIB's acceptance of the Pject work plan Closeout Form. At no cost to TIB, these records shall be provided when requested; including materials generated under the Agreement, and shall be subject at all reasonable times to inspection, review or audit by TIB personnel, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. 6.2 If any l , claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 7. REVISIONS TO THE PROJECT WORK PLAN RECIPIENT may request revisions to the Project work plan, including the addition or removal of items. Requests must be made in writing, and TIB, in its sole discretion, will determine whether to accept the proposed revisions. Should the TIB approve a Project work plan nevieion. the Parties shall amend this Agreement pursuant to Section 14. The RECIPIENT shall be solely responsible for alt costs incurred in excess of the Agreement grant award. Complete Streets Grant Agreement Page zv,o December 2016 Washington State Transportation Improvment Board O'P-116/001/-1 Complete Streets Award Grant Agreement 8. TERM OF AGREEMENT This Agreement shall be effective upon execution by the Parties and shall continue through closeout of the grant amount, or amendment thereof, or unless terminated as provided herein. In no event shall the Agreement terni exceed three years, unless extended by Agreement amendment pursuant to Section 14. 9, NON-COMPLIANCE, DEFAULT AND TERMINATION 9.1 NON-COMPLIANCE a) In the event TIB determines, in its sole discretion, the RECIPIENT has failed to comply with the terms and conditions of this Agreement and applicable rules under WAC 479-10-500 et seq, TIB shall notify the RECIPIENT, in writing, of RECIPIENT's non- cornp/imnoe. b) RECIPIENT shall provide a written response within ten (10) business days of receipt of TIB's notice of non-compliance, which shall include either a detailed plan to correct the non-compliance, a request to amend the P'mctvvorkp|en.oradanie| accompanied by supporting documentation. An agreemont to amend the Projectject work plan must be pursuant to Sectionl4. c) RECIPIENT shall have thirty (30) days in which to make reasonable progress toward compliance pursuant to its Project work p|on to correct or implement an amendment to the Project work plan. d) Should RECIPIENT dispute non-compliance, TIB will investigate the disputand, in its sole discretion, TIB may require the RECIPIENT to stop incurring additional Project work plan costs during the investigation. Should TIB require the RECIPIENT to stop incurring additional costs to be paid with the grant funds, the RECIPIENT shall be solely obligated for paying any additional costs incurred by such suspension of work, contractor claims, or litigation costs; such costs cannot be paid for with grant funds. 9.2 DEFAULT RECIPIENT is in default if TIB determines, in its sole discretion, that: a) RECIPIENT is not making reasonable progress toward correction and compliance with this Agreement and the Project work plan; b) TIB denies the RECIPIENT's request to amend the ProJect work plan; and c) After investigation, TIB confirms RECIPIENT'S non-compliance. 9.3 TERMINATION a) In the event of default as determined pursuant to Section 9, TIB shall serve RECIPIENT with a wntten notice of termination of this Agreement, which may be served in person, by email or by certil9ed Ietter. Upon service of notice of termination, the RECIPIENT shall immediately stop incurring costs chargeable against the grant funds and/or take such actions necessary as may be directed by TIB to protect TIB's grant funds. b) In the event of termination, the RECIPIENT may be liable for damages as authorized by Iaw including, but not Iimited to, repayment of aPI grant funds. Complete Streets Grant Agreement Page upvo December 2016 Washington Stato Transportation Improvemont Board C -P-/10(001)-1 Complete Streets Award Grant Agreement c) The rights and remedies of TIB provided in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law. 10. DISPUTE RESOLUTION a) The Parties shall make good faith efforts to quickly and collaboresolve any dispute arising under or in connection with this Agreement. The dispute resolution process outlined in this Section applies to disputes arising under or in connection with the terms of this Agreement. b) Informal Resolution. The Parties shall use their best efforts to resove disputes promptly and at the lowest organizational level. c) In the event that the Parties are unable to resolve the dispute, the Parties shall submit the matter to non-binding mediation facilitated by a mutually agreed upon mediator. The Parties shall share equally in the costs of the mediator. d) Each Party agrees to participate to the fullest extent possible and in good faith in resolving the dispute in order to avoid delays or additional incurred cost to the Pjeo work plan. e) The Parties agree that they shau have no right to seek relief in a court of law in accordance with Section 11, until and unless the Dispute Resolution process has been exhausted. 11. GOVERNANCE, VENUE, AND ATTORNEYS FEES This Agreement shall be construed and intein accordance with the laws of the state of Washington and venue of any action brought hereunder shall be in the Superior Court for Thurston County. The Parties agree that each Party shall be responsible for its own attorneys' fees and costs. 12, INDEMNIFICATION, HOLD HARMLESS, AND WAIVER 12.1 RECIPIENT, shall protect, defend, indemnify, and save harmless the TIB, its officers, officials, employees, and authorized agents, white actingwithin the scope of their employmen as such, from any and all costs, claims, judgments, judgments, arid/or awards of damages (both to persons and/or property), arising out of, or in any way resulting from, RECIPIENT'S negligent acts or omissions which may arise in connection with its performance under this Agreement. RECIPIENT shall not be required to indemnify, defend, or save harmless the TIB if the claim, suit, oraction for injuries, demth.ordornageo(bothbnperoonamnd/orpvopedy)iocauoedbythn sole negligence of TIB; provided that, where such claims, suits, or actions result from the concurrent negligence of the Parties, or involves those actions covered by RCW 4.24.115, the indemnity provisions provided herein shall be valid and enforceable only to the extent of RECIPIENT's own negligence 12.2 RECIPIENT agrees that its obligations under this section extends to any claim, demand and/or cause of action brought by, or on behalf of, any of its officers, officials, employees or authorized agents. For this purpose, RECIPIENT, by mutual negotiation, hereby waives, with respect to TIB only, any immunity that would otherwise be available to it against such claims under the Industrial Insurance provisions of Title 51 RCW. Complete Stroots Grant Agreement Page 4 of 5 December 2016 Washington State Transportation Improvement Board C -P -110(O01)-1 Complete Streets Award Grant Agreement 12.3 The obof ths indemnification and waiver Section shall survive termination of this Agreement. 13. ASSIGNMENT The REGIPTENT shall not assignortraneferitS rights, benefits, or obligations under this Agreement without the prior written consent of TIB. The RECTPIENT is deemed to consent to assignment of this Agreement by TIB to a successor entity. Such consent shall not constitute a waiver of the RECIPJENT's other rights or obflgations under this Agreement. 14. AMENDMENTS This Agreement may be amended by mutual agreement of the Parties. Such amendments shall not be binding unless they are in writing and signed by persons authorized to bind each of the Parties. 15. INDEPENDENT CAPACITY The RECIPIENT shall be deemed an independent contractor for all purposes and the employees of the RECIPIENT or any of its contractors, subcontractors, and employees thereof shafl not in any manner be deemed employees of TIB. 16. ENTIRE AGREEMENT This Agreement, together with the Exhibits, if any, the provisions of chapter47.26 RCWchapter 479 WAC, and TIB Policies, constitute the entire Agreement between the Parties and supersedes all previous written or oral agreements between the Parties, RECIPIENT agrees to abide by all applicable federal, state and local laws, ordinonmaa, and rules when performing under the terms of this Agreement. RECIPIENT Al7an Ekberg, -, Print Name Date Transportation Improvement Board v �Date A-41,1 P4c:Irt- Print Name Approved as Form By: ANN E. SALAY Senior Assistant Attorney General NOTE: Any changes to the terms ofthis Agreement shall require further approval nfthe Offi000fthe Attomey General Complete Streets Grant AgreemenPage 5 of 5 December 2016 2 )7