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HomeMy WebLinkAboutCOW 2013-03-11 Item 5D - Interlocal Agreements - Tukwila Transit Center Transit CenterCOUNCIL AGENDA SYNOPSIS ----------- -------- ---------- --Initials Meeting Date Prepared by M r's review Council review 03/11/13 BG 03/18/13 BG a Motion Date 3/18/13 Resolution Mtg Date U Ordinance Bid Award MtgD ate • Public Hearing Other Mtg Date Mtg Mtg Date ITEM INFORMATION ITEM No. 5.D. 85 STAFF SPONSOR: BOB GIIBERSON ORIGINAL AGENDA DATE: 03/11/13 AGENDA HEM TITLE Two Inter local Agreements with King County Metro CATEGORY 0 Discussion 03/11/13 a Motion Date 3/18/13 Resolution Mtg Date U Ordinance Bid Award MtgD ate • Public Hearing Other Mtg Date Mtg Mtg Date Mtg Date Mtg Date SPONSOR Lii Council U Mayor LI HR DCD Finance Fire U IT U Perit Police A PW SPONSOR'S The Council is being asked to consider two interlocal agreements with King County Metro SUMMARY Transit for the design, construction and maintenance of the Tukwila Urban Center Transit Center's construction and the construction and maintenance of the F Line Rapid Ride Intelligent Transportation System (ITS) Improvements. REVIEWED BY LI COW Mtg. LI CA&P Cmte LI F&S Cmte Cmte Arts Comm. Parks Comm. COMMITTEE CHAIR: Lq Transportation Cmte Planning Comm. KATE KRULLER Utilities DALE: 02/26/13 RECOMMENDATIONS: SPONSOR/ADMIN. COMMITTEE Public Works Unanimous Approval; Forward to Committee of the Whole COST IMPACT / FUND SOURCE EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED $0 $0 $0 Fund Source: Comments: MTG. DATE RECORD OF COUNCIL ACTION 03/11/13 MTG. DATE ATTACHMENTS 03/11/13 Informational Memorandum dated 2/22/13 Interlocal Agreement for the Tukwila Transit Center Interlocal Agreement for the Rapid Ride ITS Minutes from the Transportation Committee meeting of 2/26/13 03/18/13 85 86 TO: City of Tukwila Jim Haggerton, Mayor INFORMATIONAL MEMORANDUM Mayor Haggerton Transportation Committee FROM: Bob Giberson, Public Works Director BY: Cyndy Knighton, Senior Engineer DATE: February 22, 2013 SUBJECT: Tukwila Urban Center Transit Center Project No. 06 -RWO2 Two Interlocal Agreements with King County Metro ISSUE Agreements between King County Metro (KCM) and Tukwila for the design, construction and maintenance of the Tukwila Urban Center Transit Center and construction and maintenance of the F Line RapidRide Intelligent Transportation System (ITS) Improvements. BACKGROUND In 2011, KCM was awarded a grant through the Federal Transit Authority (FTA) for their F Line RapidRide project, a portion of which was for the Tukwila Transit Center's construction. Since that award, Tukwila staff has worked closely with KCM staff to coordinate the new F Line and the Tukwila Transit Center. DISCUSSION Two agreements are being presented. The first, Agreement Between King County and the City of Tukwila for the Design, Construction and Maintenance of the Tukwila Transit Center, defines the roles between the two jurisdictions. Tukwila is responsible for the design and construction and Tukwila and King County will share ongoing maintenance and operations. This agreement also defines the requirements with which Tukwila must comply as part of the FTA award of $1.4 million. Exhibits A and B are included; however the extensive FTA required Exhibit C -I is not attached to this memorandum, but is available electronically or via a hard copy if requested. The second agreement, RapidRide Intelligent Transportation System Agreement, defines the roles and responsibilities between Tukwila and KCM as they relate to conduit and fiber optic cables being used by the F Line RapidRide's ITS improvements. This includes KCM's use of existing city -owned conduit; coordination between county -owned and installed ITS controller cabinets and city -owned and controlled traffic signal controllers; and new fiber optic cable being installed by KCM for City use. Exhibit B is not attached to this memorandum, but is available electronically or via a hard copy if requested. A third agreement between King County, Tukwila, Burien, SeaTac and Renton, defining how all agencies will work together to implement the F Line RapidRide Fiber Optic Project, including sharing new fiber optic cables, will be brought forward for review in the near future. RECOMMENDATION Council is being asked to approve the two Interlocal agreements with King County for the Tukwila Urban Center Transit Center and consider these items at the March 11, 2013 Committee of the Whole and the subsequent Regular Meeting on March 18, 2013. Attachments: Agreement for Design, Construction, and Maintenance of the Tukwila Transit Center (without Exhibit C -I) RapidRide Intelligent Transportation System Agreement W: \PW Eng \ PROJECTS \A- RW & RS Projects \Transit Center (90610402) \Design \Info Memo KCM 2 Interlocal Ags 2- 22- 13.docx 87 88 AGREEMENT BETWEEN KING COUNTY AND THE CITY OF TUKWILA FOR THE DESIGN, CONSTRUCTION AND MAINTENANCE OF THE TUKWILA TRANSIT CENTER THIS AGREEMENT FOR THE DESIGN, CONSTRUCTION AND MAINTENANCE OF THE TUKWILA TRANSIT CENTER (the "AGREEMENT ") is made and entered into by and between the City of Tukwila, a municipal corporation of the State of Washington (the "City "), and King County, a home rule charter county of the State of Washington, through its Department of Transportation, Metro Transit Division (the "County "), either of which may be referred to hereinafter individually as "Party" or collectively as the "Parties." RECITALS WHEREAS, King County is implementing the F Line RapidRide connecting the cities of Burien, SeaTac, Tukwila, and Renton; and WHEREAS, the key elements of bus rapid transit include new, branded, low -floor, hybrid buses; stop and station improvements; Intelligent Transportation System ( "ITS ") infrastructure improvements; wireless transit signal priority ( "TSP ") improvements; business access and transit ( "BAT ") lanes; and pedestrian improvements; and WHEREAS, the County, with support from the City, applied for and was awarded a Federal Transit Administration ( "FTA ") grant for the F Line RapidRide for a total project cost of $36.8 million, of which $1.4 million in FTA grant funds is identified to support the construction of the Tukwila Transit Center; and WHEREAS, the Parties will proceed with implementing the F Line RapidRide with each Party being the lead agency in the design and construction of certain elements of the project; and WHEREAS, the Parties agree that the City should be designated as the lead agency for the design and construction of the Transit Center; and WHEREAS, the County as the grantee agency for the FTA grant has specific oversight responsibility with the use of FTA funds for the construction of the Transit Center: NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. PURPOSE The purpose of this Agreement is to establish the roles and responsibilities of the Parties regarding the design, construction, operation, and maintenance of the Tukwila Transit Center, Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 89 hereinafter referred to as the "Project ". The Parties agree to cooperate in developing the Project such that it is completed on schedule, within budget and consistent with the Draft 100% Plans for the Tukwila Urban Center Transit Center Project: Andover Park West Street & Water Improvements Project, Dated November 7, 2012, and incorporating the County comments to these plans dated November 29, 2012, both of which are incorporated herein by this reference. 2. DESCRIPTION OF PROJECT The Project is the design and construction of the Tukwila Transit Center located at the northeast and southwest corners of intersection at Andover Park West and Baker Boulevard in Tukwila. The Project improvements include: north and south bound bus stops, bus bays, custom transit passenger shelters, transit passenger amenities, landscaping, improved pedestrian connections, and pedestrian improvements A detailed summary of the Project improvements s is attached as Exhibit A, Tukwila Transit Center Project, and incorporated herein by this reference. 3. CITY RESPONSIBILITIES FOR THE PROJECT 3.1 The City shall be responsible for all Work required to design, construct, and inspect the Project in accordance with the schedule set forth at Section 6 of this Agreement. 3.2 The City shall submit plans in electronic form to the County plans for review and approval before initiating construction. The County will have the opportunity to review and provide written comments on the plans for consistency with the recommended F Line RapidRide improvements. 3.3 Any change in the Project deemed significant by either of the Parties shall require joint written approval by the Parties. 3.4 The City shall be responsible for the administration of any contracts it enters into for the performance of its responsibilities under this Agreement. Before the issuance of a change order or any acceptance of contractor's work, the City shall notify the County and provide the County with the opportunity to comment on and inspect the work. 3.5 The City shall request the County to inspect the footings installed for County -owned equipment prior to any concrete is poured to cover the footings. The City will provide the County with two working day notice to inspect these footings. 3.6 Neither the County's review and comment nor the County's inspection of the Project for which the City is responsible under this Agreement will relieve the City of its responsibility for such improvements. The County's review and inspection shall not be regarded as an assumption of risks or liability by the County, or by any officer, employee or agent of the County, and the City shall have no claim under this Agreement on account of any failure or partial failure of the design, construction, or inspection of the Project Improvements. Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 90 3.7 As a sub - recipient receiving pass- through federal funds, the City shall provide the County with progress reports on at least a quarterly basis as well as all information necessary for the County to comply with FTA regulations and the terms of the Federal Funding Accountability and Transparency Act ( "FFATA "). The information required by the County is detailed in Section 7 of this Agreement. 3.8 The City shall comply with the Archaeological Monitoring Plan and Inadvertent Discovery Plan for the RapidRide — F Line Project, King County Washington dated September 30, 2012, revised October 2012. Where applicable, an archaeological monitor is required during excavation undertaken pursuant to this Agreement 4. COUNTY RESPONSIBILITIES FOR THE PROJECT The FTA identifies the County as the recipient of the FTA grant funds, with the City being designated as the subrecipient. As the grant recipient, the County has certain oversight responsibilities to monitor the performance of the City in meeting FTA rules and regulations. These oversight responsibilities include review of request for proposals, invitation to bid, contract language, significant change orders, construction inspection, and approval of invoices. The construction inspection will be in the form of monitoring the progress of the project and includes actions such as confirming work completed related to invoices, and interviews to monitor compliance with labor laws. Prior to the City bidding the Project, the Parties will agree on how the County and City will work together to in order for the Project to meet the required oversight. 5. FINANCING 5.1 The County will reimburse the City fifty percent (50 %) of the actual, FTA grant - eligible costs for the construction of the Project. The remaining Project costs will be the sole responsibility of the City. The total budget for FTA grant - eligible expenses is $2.8 million, with a total grant reimbursement to the City not to exceed $1.4 million. The County's reimbursement of the City's actual, grant - eligible expenses will be payable upon the City's completion of the Project as provided for in this Section 5; provided, however, that any progress payments made shall be subject to repayment by the City to the County should the Project not be completed. 5.2 As work is completed on the Project, the City will invoice the County for the actual cost of the grant- eligible work on a periodic basis, not to exceed once per month. In addition to the requested reimbursement amount, the City's invoices shall provide a detailed explanation of the completed work for which reimbursement is sought. For each invoice submitted, the City shall also provide back -up documentation supporting the reimbursement request. Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 91 5.3 The Parties will agree on the exact form of the back -up documentation within thirty (30) days of the execution of this Agreement. The documentation supporting requests for reimbursement of contractor and City staff costs must be sufficient to enable the County to satisfy all applicable FTA grant requirements. 5.3 The County will make payment to the City within (45) days of receipt of an invoice determined to be performed in accordance with the terms of this Agreement. 6. SCHEDULE 6.1 The anticipated date to begin construction of the Project is May 15, 2013. 6.2 The anticipated date for substantial completion of the Project is November 15, 2013. 6.3 The anticipated date for final completion of the Project is January 17, 2014. 7. OWNERSHIP OF IMPROVEMENTS With the exception of the County -owned transit signage, County -owned route blade markers, and technology pylons, which will be owned by the County, the City will own the Project Improvements. 8. MAINTENANCE RESPONSIBILITIES 8.1 The Parties agree to work cooperatively to maintain the Project Improvements as identified and set forth below. 8.2 The maintenance responsibilities shall take effect upon final construction acceptance and shall remain in effect unless terminated by either Party in accordance with this Agreement or until such time as transit operations at the Tukwila Transit Center are discontinued by the County. 8.3 For purposes of the Agreement, the term "graffiti" as used shall have the meanings set forth below: 8.3.1 Non - offensive Graffiti: Non - offensive graffiti includes defacement of painted, sealed, and finished surfaces with markers, paint and does not include etching, scratching or marring of other surfaces including glass, stainless steel or other unfinished /unpainted metal surfaces. 8.3.2 Offensive Graffiti: Offensive graffiti includes images or words that are racially or ethnically derogatory; words considered profane or socially unacceptable; images or words of an obscene nature; any gang - related words or images. Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 92 8.4 Routine Maintenance. Routine maintenance includes: emptying litter receptacles; non - offensive graffiti removal; picking up, sweeping or otherwise removing loose debris from pavement surfaces; washing structures and pavement surfaces of ground -in dirt/debris; repairing and /or replacing damaged and /or failing elements; and snow /ice prevention and /or removal. 8.5 Emergency Maintenance. Emergency maintenance includes repairs and /or replacement to elements due to vandalism and /or other damage not attributable to normal wear. Emergency maintenance includes activities such as removal of broken glass; repair of clogged drains and broken locks, elimination of unsanitary conditions; and offensive graffiti removal. 8.6 Refurbishment. Refurbishment includes repair and /or replacement of elements in accordance with each Party's capital replacement program. 8.7 Items Maintained by City. The City shall provide the following type of maintenance of the items as identified below: 8.8.1 Routine and emergency maintenance and refurbishment of City -owned pavement, structures, facilities and systems. 8.8.2 Routine and emergency maintenance and refurbishment of transit custom shelters and appurtenances, customer waiting and loading areas, and non - County -owned signage. 8.8.3 Routine and emergency maintenance and refurbishment of lighting systems other than County -owned systems (including lighting within the shelters), trash receptacles, and landscaping. 8.8.4 .Routine and emergency maintenance of sidewalk pavement 8.8.5 The City shall be responsible for removal of non - offensive and offensive graffiti on City -owned property and facilities. 8.8 City Maintenance Frequencies. The City shall provide maintenance at frequencies that are applicable for such items and deemed necessary by the City, but no less frequently than once per every seven days. Maintenance frequencies will be evaluated annually for adjustment based on need and funding availability. It is the intent of the City to address emergency maintenance conditions within 24 hours of notification. 8.9 Items Maintained by County. The County shall provide the following type of maintenance for the items as identified below: Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 93 8.9.1 Routine emptying of trash receptacles. 8.9.2 Routine and emergency maintenance of bus shelter glass. The County will provide routine and emergency maintenance of bus shelter glass as long as the City uses shelter glass stocked by the County. Consistent with current maintenance practices, the County reserves the right to discontinue the maintenance of shelter glass that is repeatedly broken. 8.9.3 Routine and emergency maintenance and refurbishment of County -owned facilities, equipment, and systems. 8.9.4 In the area identified as County Maintenance Support Area in Exhibit B, routine sweeping, loose litter removal, and pressure washing; and support to the City when necessary for emergency maintenance in removal of broken glass and unsanitary conditions. The County Maintenance Support Area does not include the walls and landscaping behind shelter areas. 8.9.5 The County shall be responsible for removal of non - offensive and offensive graffiti on County -owned property and facilities. 8.10 County Maintenance Frequencies. The County shall provide maintenance at the Tukwila Transit Center at frequencies that are applicable for a transit center of similar size, type and level of transit bus service, but no less frequently than once per every seven calendar days. Maintenance frequencies will be evaluated annually for adjustment based on need and funding availability. It is the intent of the County to address emergency maintenance conditions within 24 hours of notification. 8.11 Unidentified Maintenance Items. Maintenance of items not specifically identified herein shall be the responsibility of the Party on whose property the improvement is located. If the item is part of a system, then the operator of the system shall be responsible for routine and emergency maintenance and refurbishment of the system. 9. FEDERAL REQUIREMENTS 9.1 This Agreement is subject to a financial assistance agreement between the County and the FTA. The City shall comply with all applicable federal laws, regulations, policies, procedures and directives, including but not limited to the following, which are attached hereto and incorporated herein by this reference: 9.1.1. 49 CFR 18 Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. 49 CFR 18 Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. The text of 49 CFR 18 is attached as Exhibit C. Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 94 9.1.2 OMB Circular A -87, Cost Principles for State, Local and Indian Tribal Governments. The text of OMB Circular A -87 is attached as Exhibit D. 9.1.3 The requirements and obligations imposed on a "Recipient" under the applicable provisions of the FTA Master Agreement. The Master Agreement text is attached as Exhibit E. 9.1.4 The requirements of FTA Circular 5010.1D Project Administration and Management. Circular 5010.1D text is attached as Exhibit F. 9.1.5 If the City contracts with a third party to provide all or a portion of the services described in this Agreement, then the City shall comply with FTA Circular 4220.1F. Circular 4220.1F text is attached as Exhibit G. 9.1.6 Applicable FTA Third Party Contract Provisions — Standard Terms and Conditions. The text is attached as Exhibit H. 9.1.7 Circular No. A -133, Audits of States, Local Governments, and Non - Profit Organizations. Circular No. A -133 text is attached as Exhibit I. 9.2 New federal laws, regulations, policies, procedures and directives may be adopted after the date this Agreement is established and may apply to this Agreement. The City agrees to accept and comply with all applicable laws, regulations, policies, procedures and directives as may be amended or promulgated from time to time during the term of this Agreement. 9.3 The City shall not perform any act, fail to perform any act, or refuse to comply with any requests by the County that would cause the County to be in violation of any federal law or FTA requirement. The City's failure to so comply with this Section shall constitute a material breach of this Agreement. 9.4 The County and City acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of this Agreement, absent the express written consent by the Federal Government, the Federal Government is not a party to this Agreement and shall not be subject to any obligations or liabilities to the County, City, or any other party (whether or not a party to this Agreement or any Agreement awarded pursuant thereto) pertaining to any matter resulting from this Agreement. 9.5 The City agrees to extend application of the federal requirements to its subrecipients or contractors, and their respective subcontractors, by including this Section and the related exhibits in each contract and subcontract the City awards under this Agreement financed Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 95 in whole or in part with Federal assistance provided by FTA. It is further agreed that this Section shall not be modified, except to change the names of the parties to reflect the subrecipient or contractor which will be subject to its provisions. 9.6 The City acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. 3801, et seq., and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to the work under this Agreement. Upon execution of this Agreement, the City certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to this Agreement or the FTA- assisted project for which this work is being performed. In addition to other penalties that may be applicable, the City further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the City to the extent the Federal Government deems appropriate. 9.6.1. The City also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. 5307, the Government reserves the right to impose the penalties of 18 U.S.C. 1001 and 49 U.S.C. 5307(n)(1) on the City, to the extent the Federal Government deems appropriate. 9.6.2. The City agrees to include the above two clauses in each contract and subcontract it awards under this Agreement financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the contractor or subcontractor who will be subject to the provisions. 9.7 The City agrees to sign Attachment G in Exhibit H to this Agreement, which is incorporated into this Agreement by reference, certifying that it is not currently suspended or debarred from receiving federal transportation funding, nor is it proposed for suspension or debarment in accordance with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. Section 6101 note, and U.S. DOT regulations, "Government wide Debarment and Suspension (Non- procurement)," 49 C.F.R. Part 29. If the City is unable to provide a certification, it must submit a complete explanation attached to Attachment G to Exhibit H. If the City lets any contracts or subcontracts to perform work or purchase goods for the work covered by this Agreement, regardless of the amount of such contract or subcontract, the City agrees that it will include all applicable federal provisions in Attachment G in Exhibit H in that contract or subcontract, including Attachment H in Exhibit H to this Agreement, which the Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 96 contractor or subcontractor must sign to certify they are not suspended or debarred from receiving federal funds. 9.8 As a sub - recipient receiving $25,000 or more of pass - through FTA funds, the City must comply with the reporting requirements of the Federal Funding Accountability and Transparency Act (FFATA or Transparency Act - P.L.109 -282., as amended by section 6202(a) of P.L. 110 -252). The FFATA requires the Office of Management and Budget (OMB) to maintain a single, searchable website that contains information on all federal spending awards. The FFATA definition of "federal awards" includes prime awards for grants, cooperative agreements, loans, and contracts, as well as sub - grants and sub- contracts. The FFATA prescribes specific data to be reported and the County agrees to report sub - grantees and sub -award data into the FSRS subaward reporting system for the public website www.USASpending.gov. To facilitate subaward reporting, the City shall provide the County with the following data within 15 business days of the execution date of this Agreement: 9.8.1 Location of the City (physical address(es), including congressional district); and 9.8.2 Place of performance (physical address(es), including congressional district(s)); and 9.8.3 Unique identifier of the City and its parent (DUNS Number, a unique nine -digit number issued by Dun & Bradstreet (D &B) to a single business entity assigned to each business location in the D &B database having a unique, separate, and distinct operation for the purpose of identifying it); and 9.8.4 Total compensation and names of top five executives IF BOTH of the following apply: (a) More than 80% of the City's annual gross revenues are from the federal government, and those revenues are greater than $25,000,000 annually, and (b) Compensation information is not already available through reporting to the Securities and Exchange Commission. Additionally, the City commits to registering in the Federal Central Contractor Registration (www.CCR.gov) and providing the County with the registration confirmation number, if available. 10. INSURANCE AND INDEMNIFICATION 10.1 Insurance Requirements. If the City uses a contractor to perform Work under this Agreement, after taking into account the scope of work and services which may be performed by its contractor(s), the City shall require that the City's contractor maintain Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 97 Commercial General Liability, Professional Liability if professional services are required, Automobile Liability insurance, Statutory Workers Compensation, Employers Liability /Stop, Builder's Risk coverage and other insurance as may be required with prudent limits of liability as established by a City risk assessment. 10.1.2 Any such contractor insurance specified in Subsection 10.1 shall insure the City, its contractor, and the County and its officers, officials, agents and employees against loss arising out of or in connection with activities, performed in furtherance of this Agreement by the City's contractor. Contractor's general and automobile liability insurance and other liability insurance, except workers compensation and professional liability, as may be required shall include the County and its officers, officials, agents and employees as an additional insured (with a Form as broad as CG 20 10 11/85) and shall contain standard separation of insureds language. The City's contractor's insurance shall be primary to and not contributing with any insurance or self insurance that may be carried by the County. 10.1.3 The City shall procure and maintain or require its contractor to procure and maintain Builders Risk during the life of the Agreement or until acceptance of the Project by the City, whichever is longer, "All Risk" Builders Risk Insurance at least as broad as ISO form number CP0020 (Builders Risk Coverage Form) with ISO form number CP0030 (Causes of Loss — Special Form) including coverage for collapse, theft, off-site storage and property in transit. The coverage shall insure for direct physical loss to property of the entire construction project, for one hundred percent (100 %) of the replacement value thereof and include earthquake and flood. The policy shall be endorsed to cover the interests, as they may appear, of the City, the County, Contractor and subcontractors of all tiers with the City, the County and sub - contractors listed as a Named Insured. In the event of a loss to any or all of the Work and /or materials therein and /or to be provided at any time prior to the final close -out of the Agreement and acceptance of the Project by the City, the Contractor shall promptly reconstruct, repair, replace or restore all Work and /or materials so destroyed. The Contractor shall waive all rights against the City and the County, their consultants, or any separate contractors, and their agents and employees, for damages caused by fire or other perils to the extent such damage cost is actually paid by property insurance applicable to the Work. The Contractor shall require similar waivers from all Subcontractors. 10.2 Indemnification and Hold Harmless. To the maximum extent permitted by law, each Party shall protect, defend, indemnify and save harmless the other Party, its officers, officials, employees and agents while acting within the scope of their employment as such, from any and all suits, costs, claims, actions, losses, penalties, judgments, and /or awards of damages, of whatsoever kind arising out of, or in connection with, or incident Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 98 to the services associated with this Agreement caused by or resulting from each Party's own negligent acts or omissions. Each Party agrees that it is fully responsible for the acts and omissions of its own contractors and subcontractors, 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. Each Party 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 each Party's immunity under Washington's Industrial Insurance Act, RCW Title 51, as respects the other Party only, and only to the extent necessary to provide the indemnified Party with a full and complete indemnity of claims made by the indemnitor's employees. The Parties acknowledge that these provisions were specifically negotiated and agreed upon by them. 10.3 In the event it is determined that RCW 4.24.115 applies to this Agreement, each Party agrees to protect, defend, indemnify and save the other Party, its officers, officials, employees and agents from any and all claims, demands, suits, penalties, losses damages judgments, or costs of any kind whatsoever for bodily injury to persons or damage to property (hereinafter "claims "), arising out of or in any way resulting from the Indemnifying Party's officers, employees, agents and /or subcontractors of all tiers acts or omissions, performance of failure to perform the rights and privileges granted under this Agreement, to the maximum extent permitted by law or as defined by RCW 4.24.115, as now enacted or hereafter amended. 10.4 Each Party shall require similar indemnification language in all Agreements with contractors and subcontractors entered into in conjunction with this Agreement. 11. EFFECTIVE DATE AND TERM OF AGREEMENT This Agreement shall take effect upon the latest date on which one of the Parties executes this Agreement, and shall continue unless terminated pursuant to the terms of this Agreement. 12. AGREEMENT TERMINATION Either Party may terminate this Agreement in the event that the other Party materially breaches this Agreement. Written notice of such termination and a description of the breach must be given via certified mail by the Party terminating this Agreement to the other Party not less than sixty (60) days prior to the effective date of termination. The breaching Party shall be given this sixty days in which to cure its material breach. If the breaching Party fails to cure within sixty days, the Agreement is immediately terminated. Upon termination, the Parties shall determine final costs and payments to be made by each Party. 13. ENTIRE AGREEMENT AND AMENDMENTS Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 99 13.1 Entire Agreement. This document contains all terms, conditions and provisions agreed upon by the Parties hereto, and shall not be modified except by written amendment, and supersedes any prior negotiations, representations or draft agreements on this matter, either written or oral. 13.2 Amendments. Except as otherwise provided for in this Agreement, amendments may be made to this Agreement within the previously approved budget or other applicable authority for and on behalf of the City by its Mayor, and for and on behalf of the County by its General Manager of the Transit Division and shall be in writing and executed by such duly authorized representative of each Party. No variation or alteration of the terms of this Agreement shall be valid unless made in writing and signed by authorized representatives of the Parties hereto. 14. NOTIFICATION AND IDENTIFICATION OF CONTACTS 14.1 Notice. Any notice or communication required or permitted to be given pursuant to this Agreement shall be in writing, and shall be sent postage prepaid by U.S. Mail, return receipt requested, to the contact persons and addresses identified in Subsection 14.2 of this Agreement unless otherwise indicated by the Parties in writing. 14.2 Designated Representatives and Addresses. The contact persons for the administration of this Agreement are as follows: City of Tukwila King County, Metro Transit: Cyndy Knighton, Senior Transportation Engineer Public Works Department, City of Tukwila 6300 Southcenter Blvd, Suite 100 Tukwila, Washington 98188 (206) 431 -0179 David Cantey, Transit Route Facilities 201 S Jackson Street KSC -TR -0411 Seattle, Washington 98104 -3856 (206) 684-6794 15. DISPUTE RESOLUTION PROCESS The Parties, through their designated representatives identified in Subsection 14.2 of this Agreement, shall use their best efforts to resolve any disputes that may arise pertaining to this Agreement that may arise between the Parties. If these designated representatives are unable to resolve the dispute, the matter shall be reviewed by the department directors of the Parties or Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 100 their designees. The Parties agree to exhaust each of these procedural steps before seeking to resolve disputes in a court of law or any other forum. 16. RECORDS RETENTION AND AUDIT During the progress of the performance of this Agreement and for a period not less than six (6) years from the date of completion of the Projector for the retention period required by law, whichever is greater, records and accounts pertaining to the Project and accounting therefore are to be kept available by the Parties for inspection and audit by representatives of the Parties and copies of all records, accounts, documents, or other data pertaining to the Agreement shall be furnished upon request. Records and accounts shall be maintained in accordance with applicable state law and regulations. 17. COMPLIANCE WITH APPLICABLE LAWS The Parties agree to comply with all applicable federal, state, and local laws, rules, and regulations, including those pertaining to nondiscrimination, and agree to require the same of any contractors or subcontractors providing services or performing any of the Work pursuant to this Agreement using funds provided under this Agreement. 18. LEGAL RELATIONS 18.1 No Partnership or Joint Venture. No joint venture, agent - principal relationship or partnership is formed as result of this Agreement. No employees or agents of one Party or any of its contractors or subcontractors shall be deemed, or represent themselves to be, employees or agents of the other Party. 18.2 No Third Party Beneficiaries. It is understood and agreed that this Agreement is solely for the benefit of the Parties hereto and gives no right to any other person or entity. 18.3 Assignment. Neither this Agreement, nor any interest herein, may be assigned by either Party without the prior written consent of the other Party. 18.4 Binding on Successors and Assigns. This Agreement, and all of its terms, provisions, conditions, and covenants, together with any exhibits and attachments now or hereafter made a part hereof, shall be binding on the Parties and their respective successors and assigns. 18.5 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. 18.6 Waiver of Default. Waiver of any default shall not be deemed to be a waiver of any subsequent default; as such, failure to require full and timely performance of any Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 101 provision at any time shall not waive or reduce the right to insist upon complete and timely performance of any other provision thereafter. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless stated to be such in writing, signed by duly authorized representatives of the Parties, and attached to the original Agreement. 18.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 18.8 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. 18.9 Rights and Remedies. The Parties' rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. 18.10 Severability. If any provisions of this Agreement are held invalid by a court of competent jurisdiction, the remainder of the Agreement shall not be affected thereby if such remainder would then continue to serve the purposes and objectives originally contemplated by the Parties. 18.11 Survival. Each of the provisions of this Section 18 (Legal Relations) shall survive any expiration or termination of Agreement. Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 102 19. 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 WHEREOF, the Parties hereto have executed this Agreement on the date indicated under their signatures. KING COUNTY DEPARTMENT OF TRANSPORTATION METRO TRANSIT DIVISION CITY OF TUKWILA By: Kevin Desmond, General Manager By: Jim Haggerton, Mayor Dated: Dated: APPROVED AS TO FORM ONLY: APPROVED AS TO FORM ONLY: By: Senior Deputy Prosecuting Attorney By: City Attorney Dated: Dated: Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 103 104 EXHIBIT A TUKWILA TRANSIT CENTER PROJECT Item Budget Funding Source City FTA Grant 1 Site Preparation $200,000 $100,000 $100,000 2 Site Utilities 100,000 50,000 50,000 3 Paving, Sidewalks, Customer 490,000 245,000 245,000 Waiting Areas 4 Landscaping Improvements 600,000 300,000 300,000 5 Shelter Improvements 640,000 320,000 320,000 6 Transit Center Amenities 420,000 210,000 210,000 7 Electrical Improvements 350,000 175,000 175,000 Total $2,800,000 $1,400,000 $1,400,000 Agreement Between King County and the City of Tukwila For the Design, Construction and Maintenance of the Tukwila Transit Center 105 106 0 101 C=> 0 107 108 RapidRide Intelligent Transportation System Agreement By and between King County and the City of Tukwila, Washington This RAPIDRIDE INTELLIGENT TRANSPORTATION SYSTEM AGREEMENT ( "Agreement ") is made and entered into this day of , 2012 by and between the City of Tukwila, hereinafter referred to as the "City," and King County, hereinafter referred to as the "County," both of which may be collectively referred to as the "Parties." WHEREAS, the King County Ordinance No. 15582 (Transit Now Ordinance) identified a number of transit service measures to be implemented using the one -tenth of one percent sales and use tax collected through Transit Now that focus on capital, operating, and maintenance improvements that are expected to expand and improve bus service on local streets and arterials within King County; and WHEREAS, the key elements of bus rapid transit include new, low floor, hybrid diesel - electric buses; improved frequency of bus service; improved traffic operations; and transit stations with real time passenger information signs; and WHEREAS, mutually beneficial contractual arrangements with other public entities that leverage public funds to provide both new and better bus service to cities employers is a key strategy identified in the Transit Now Ordinance approved by King County voters in the general election on November 7, 2006; and WHEREAS, the County's bus rapid transit along this corridor is named F Line RapidRide and the Parties are interested in advancing the implementation of this project; and WHEREAS, the approved King County transit capital program includes funding to support these investments in traffic signal systems and communication necessary to implement F Line RapidRide; and •WHEREAS, the Parties have reached agreement on the location and components of the Intelligent Transportation System (ITS) and fiber optic cable resources as provided in the County's King County F Line ITS Corridor Improvements Construction Contract No. C00759C12 ( "Contract No. C00759C12 ") plans, copies of which are attached hereto as Exhibit B and incorporated herein by reference into this Agreement as if fully set forth herein; NOW IN CONSIDERATION of the mutual provisions, covenants, and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, and Parties agree as follows: 1. Purpose of the Agreement The purpose of this Agreement is to identify the roles and responsibilities of the Parties regarding the construction and maintenance of the F Line RapidRide Intelligent ITS Improvements. The Agreement identifies specific details regarding: A. City -owned conduit resources that the City will make available for County use. B. The County -owned fiber optic cable, power and other communication conductors the County will install in City conduits. 109 C. The County -owned fiber optic cable, power and other communication conductors the County will install in new conduits. D. The fiber optic cable the County will install for the City's use. E. The terms and conditions for the ownership and maintenance of the ITS cabinets (332 RapidRide ITS cabinets, 336A RapidRide ITS cabinets) and TSP compatible traffic signal controller cabinets (double door P -style cabinets) as shown in Contract No. C00759C12 plans, shown in Exhibit A, that are required to operate RapidRide transit ITS elements. 2. City Responsibilities 2.1. The City shall allow the County to install new ITS cabinets, fiber vaults, junction boxes and conduits within City right of way as shown in the Contract No. C00759C12 plans. 2.2. The City shall allow the County to install fiber optic cable, power and other communication conductors in City -owned conduits as shown in the Contract No. C00759C12 plans. 2.3. The City shall install a TSP interface panel furnished by the County in the City's traffic signal controller cabinet. The City shall permit the County or its contractor to pull and terminate communication conductors from the County's RapidRide ITS cabinet to the interface panel in the City's traffic signal controller cabinet at locations shown in the Contract No. C00759C12 plans. 2.4. The City shall test, accept, and install two double door P cabinets provided by the County, at Southcenter Blvd /42nd Avenue South and Strander Blvd /Andover Parkway West, within sixty days of receiving them or by January 15d', 2012, whichever is later The City shall also install County furnished TSP compatible traffic signal controllers at these two Locations as shown in the Contract No. C00759C12 plans. 2.5. The City shall allow the County to install a 20 amp breaker in the City's traffic signal service cabinet or provide an alternate service connection for the ITS cabinet, and the City shall pay for the electricity required to operate all of the equipment housed in the RapidRide ITS cabinets. The City will allow the County's contractor to install all conduit and wiring needed to provide power to the ITS cabinets from the service cabinets as shown in the Contract No. C00759C12 plans. 2.6. The City shall allow the County to install the Wireless Access Point (WAP) on the City's traffic signal mast arm or luminaire arm as shown in the Contract No. C00759C12 plans. The City shall also permit the county to install the associated CATS cable in the City's signal /lighting pole and conduit from the WAP to the RapidRide ITS cabinet. 2.7. The City agrees to dedicate two - strands of fiber optic cable from Andover Park W /Strander Blvd to Southcenter Parkway /S 180th St for backhaul connection. 2.8. The City shall review, approve, and implement new transit signal priority (TSP) timing plans as proposed by the County at the TSP intersections along the F Line RapidRide corridor. The City reserves the right to modify signal and TSP timings if, after implementation of TSP the City determines that a significant adverse effect on intersections safety or level of service has occurred. 2.9. The City shall provide a right of way use permit for the County to work within the City's right of way and grant the necessary rights for the continuing existence of the County's improvements in the City's right of way in accordance with this Agreement. The right of way use permit shall 110 contain the City's standard terms and the right for continuing existence granted under this Agreement and shall be subject to the following terms and conditions: • The County shall keep ITS improvements installed by the County pursuant to this ITS Agreement ( "F Line RapidRide ITS Improvements ") in good order and repair and shall comply with all City requirements for undertaking work in the right of way when installing, repairing or replacing the F Line RapidRide ITS Improvements. • Relocation at City's Request. • If the City requests relocation of the County ITS hnprovements in City right of way for the purposes of making street improvements or other public improvements solely by the City, the F Line RapidRide ITS Improvements will be relocated subject to the City's relocation procedures and the following conditions: • The City must provide one hundred and eighty days notice to the County prior to the date by which the F Line RapidRide ITS Improvements must be relocated. • The City and the County shall coordinate the design of the relocated F Line RapidRide ITS Improvements. • The County must approve the design, such approval not to be unreasonably withheld or delayed. • Unless otherwise agreed to by the Parties, the County shall perform the relocation. • Prior to starting construction of the relocated F Line RapidRide ITS Improvements, the City and the County shall agree on how the cost of the relocation, including costs of delays caused by the County, will be shared between the City and County. The parties shall attempt to resolve disputes regarding cost allocation using the dispute resolution process provided in Section 13 below. • If the City requests relocation of the F Line RapidRide ITS Improvements for any purpose other than making street improvements or other public improvement solely by the City, the F Line RapidRide ITS Improvements will be relocated subject to the City's relocation procedures and the following conditions: • The City must provide one hundred and eighty days notice to the County prior to the date by which the F Line RapidRide ITS Improvements must be relocated. • The City and the County shall coordinate the design of the relocated F Line RapidRide ITS Improvements. • The County must approve the design, such approval not to be unreasonably withheld or delayed. • Unless otherwise agreed to by the Parties, the County shall perform the relocation. • The City shall reimburse or cause a third party to reimburse the County for all costs the County incurs as a result of the design and relocation of the F Line RapidRide ITS Improvements. • Relocation at the County's Request. • If the County requests relocation of the F Line RapidRide ITS Improvements in City right of way for any purpose: 111 • The County must provide one hundred and eighty days notice to the City prior to the date by which the F Line RapidRide ITS Improvements are to be relocated. • The City and the County shall coordinate the design of the relocated F Line RapidRide ITS Improvements. • The City must approve the design, such approval not to be unreasonably withheld or delayed. • Unless otherwise agreed to by the Parties, the County shall perform the relocation. • The County shall pay fees for any and all required permits for the relocation and shall reimburse the City for all costs incurred as a result of the design and relocation of the F Line RapidRide ITS Improvements other than the cost of City staff time spent on such activities. 3. County Responsibilities 3.1. The County shall be responsible for all work activities required to design, construct and inspect the F Line RapidRide ITS Improvements. The County or its contractor will construct and install fiber optic cable, conduit, junction boxes, fiber vaults, wiring, ITS cabinets, service cabinet upgrades and all related equipment within the City's right of way in accordance with this Agreement and the County's Contact No. O00759C12 plans and the right of way permits granted by the City under Section 2.8. 3.2. The County shall submit to the City the Contract No. C00759C12 plans for the City's review and approval before initiating construction. The City will have the opportunity to review and provide written comments on the plans for consistency with the recommended F Line RapidRide ITS Improvements. The County shall submit the plans to the City in electronic form. 3.3. The County shall coordinate with the City and either Seattle City Light or Puget Sound Energy, depending on applicable service area, as to any new electrical service connections requirements. 3.4. The County shall furnish the transit signal priority (TSP) interface panel for the City to install in the City's traffic signal controller cabinets at the proposed TSP locations as shown in Contract No. C00759C12 plans and listed below: • Southcenter Blvd / TIBS • Southcenter Blvd/ Macadam Rd • Southcenter Blvd /42 "d Ave S • Southcenter Blvd / MacAdam Road S • Southcenter Blvd / 61st Ave S • Southcenter Blvd / 66th Ave S • Tukwila Parkway /Andover Park E • Tukwila Parkway / Andover Park W • Andover Park W / Baker Blvd • Strander Blvd / Andover Park E 112 The County or its contractor shall terminate communication conductors to the TSP interface panel in the City's signal controller cabinet that shall be connected to the TSP interface panel in the RapidRide ITS cabinet. 3.5. The County shall furnish TSP compatible traffic signal controller cabinets (double door P -style cabinets) and turn over to the City to install at the proposed TSP locations, as shown in Contract No. C00759C12 plans and listed below: • Southcenter Blvd / 42nd Ave S • Andover Park W. / Strander Blvd The County shall install the Transit Signal Priority Request Generator(TPRG) unit in the upper compaitnient of the double door P cabinet and shall connect the TPRG to the City's signal controller to enable transit signal priority at these intersections. 3.6. The County shall develop new transit signal priority (TSP) timing plans for the TSP intersection listed in Section 3.4. The City shall review and approve the new TSP plans and shall implement the timings in the traffic signal controllers. 4. Fiber Optic Cable 4.1. The County shall install a 72 -count fiber optic trunk cable along the majority of the F Line RapidRide corridor along Southcenter Blvd and West Valley Highway. A smaller 24 -count lateral cable will be installed to the Commercial Business District (CBD) intersections south of Southcenter Blvd and west of West Valley Highway to each of the fiber vaults identified on the Contract X plans. 12 -count laterals shall be spliced from the 24 -count lateral cable along Andover Park E to the ITS cabinets on Andover Park W, as a part of the F Line RapidRide ITS Improvements. The 72 -count trunk cable size will provide future communication capacity which could be used by King County and the local agencies for other purposes. The 72 -count fiber shall be distributed between King County and the local agencies as follows: Agency Fiber Assignment I ing Co Linty Metro ➢ ttpidl ;ide City of Tukwila Communications !met ogeney ('ominttt me tipc�i� 24 Sls tndsm(I -241 24 Strands (25 -48) 21 S ands (19 -72) 4.2. Where 24 -count lateral cables are installed, all 24 fibers shall be allocated to King County. 4.3. The County shall install an additional 72 strands of fiber for the City of Tukwila on Southcenter Blvd between 62nd Ave S and West Valley Highway. The 144 -count fiber optic cable will be installed for this section of the corridor to provide the RapidRide fiber strands as well as additional City of Tukwila fiber strands in one cable. The additional 72-strands of fiber (strands 73 -144) will be for City of Tukwila use. The County shall terminate the fibers assigned for City of Tukwila Communications into a RapidRide ITS termination cabinet (332 type) at the intersection of Southcenter Blvd/ 62nd Ave S. 4.4. The City shall provide 2- strands of City fiber from Andover Park W/ Strander Blvd to Southcenter Parkway / S 180th St for King County Metro RapidRide use. 113 4.5. Concurrent with this Agreement, the Parties will enter into a separate fiber optic project agreement to establish the terms and conditions for the ownership and maintenance of the 72- count fiber optic cable. 5. Ownership and Maintenance 5.1. The City will continue to own all City -owned conduits that it has made available to the County for the F Line RapidRide ITS project. 5.2. The F Line RapidRide ITS Improvements to the City-owned conduit, junction boxes, and traffic signal controller equipment shall become property of the City upon their completion and final acceptance. This includes the TSP interface panel housed within the traffic signal controller cabinet. 5.3. The County will own and maintain the RapidRide ITS cabinet and all new fiber optic cable, conduit, and other communication equipment and cable it installs within the ITS cabinet between the County's RapidRide ITS cabinet and the nearest junction box or vault. 5.4. The City will own and maintain the two double door P- cabinets funded by this Agreement. This includes all City- supplied equipment and the TSP interface panel housed in the lower compartment of this cabinet. 5.5. The County will own and maintain all County- supplied equipment housed in the upper compartment of the double door P- cabinets that will be installed by the County after the City completes installation of the new double door P- cabinets. 5.6. A goal of the RapidRide Program is to achieve a minimum of ten percent transit travel time from roadway and TSP improvements. The Parties agree to make their best faith effort to achieve and maintain a ten percent or greater transit travel time improvement on the F Line RapidRide route between the terminals at `The Landing' in Renton and Burien Transit Center. The County intends to perform before and after transit travel time studies and share this information with the City to assist in maintaining the transit travel time improvements. 5.7 The separate, concurrent agreement on the terms and conditions for the sharing of fiber optic installation projects will establish the ownership and maintenance for the 72- strand fiber optic cable. 6. Financing Total Project Price. The project price is $804,269. See Attachment A. 114 7. Schedule 7.1 The scheduled date to begin construction of the F Line ITS Improvements is January 17, 2013. 7.2 The scheduled date for completion of the F Line .ITS Improvements is September 17, 2013. 7.3 The scheduled date for beginning RapidRide service is September 29, 2013. 8. Insurance and Indemnification 8.1 Insurance Requirements. If the County uses a contractor to perform work under this Agreement, after taking into account the scope of work and services which may be performed by its contractor(s), the County shall require that the County's contractor maintain Commercial General Liability, Professional Liability if professional services are required, Automobile Liability insurance, Statutory Workers Compensation, Employers Liability /Stop Gap and other insurance as may be required with prudent limits of liability as established by a County risk assessment. 8.2 Any such contractor insurance specified in Subsection 8.1 shall insure the County, its contractor, and the City and its officers, officials, agents and employees against loss arising out of or in connection with activities, performed in furtherance of this Agreement by the County's contractor. Contractor's general and automobile liability insurance and other liability insurance, except Workers Compensation and Professional Liability, as may be required shall include the City and its officers, officials, agents and employees as an additional insured and shall contain standard separation of insured's language. The County's contractor's insurance shall be primary to and not contributing with any insurance or self insurance that may be carried by the City. 8.3 Indemnification and Hold Harmless. To the maximum extent permitted by law, each Party shall protect, defend, indemnify and save harmless the other Party, its officers, officials, employees and agents while acting within the scope of their employment as such, from any and all suits, costs, claims, actions, losses, penalties, judgments, and /or awards of damages, of whatsoever kind arising out of, or in connection with, or incident to the services associated with this Agreement caused by or resulting from each Party's own negligent acts or omissions. Each Party agrees that it is fully responsible for the acts and omissions of its own subcontractors, 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. Each Party 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 each Party's immunity under Washington's Industrial Insurance Act, RCW Title 51, as respects the other Party only, and only to the extent necessary to provide the indemnified Party with a full and complete indemnity of claims made by the indemnitor's employees. The Parties acknowledge that these provisions were specifically negotiated and agreed upon by them. Each Party shall require similar indemnification language in all Agreements with subcontractors entered into in conjunction with this Agreement. 115 9. Effective Date and Term of Agreement This Agreement shall take effect upon the latest date on which one of the Parties executes this Agreement, and shall continue unless terminated pursuant to the terms of this Agreement. 10. Agreement Termination Either Party may terminate this Agreement in the event that the other Party materially breaches this Agreement. Written notice of such termination and a description of the breach must be given via certified mail by the Party terminating this Agreement to the other Party not Tess than sixty days prior to the effective date of termination. The breaching Party shall be given this sixty days in which to cure its material breach. If the breaching Party fails to cure within sixty days, the Agreement is immediately terminated. Upon termination, the Parties shall determine final costs and payments to be made by each Party. 11. Entire Agreement and Amendments 11.1 Entire Agreement. This document contains all terms, conditions and provisions agreed upon by the Parties hereto, and shall not be modified except by written amendment. 11.2 Amendments. Except as otherwise provided for in this Agreement, amendments may be made to this Agreement within the previously approved budget or other applicable authority for and on behalf of the City by its City Manager, and for and on behalf of the County by its General Manager of the Transit Division and shall be in writing and executed by such duly authorized representative of each Party. No variation or alteration of the terms of this Agreement shall be valid unless made in writing and signed by authorized representatives of the Parties hereto. 12. Notification and Identification of Contacts 12.1 Notice. Any notice or communication required or permitted to be given pursuant to this Agreement shall be in writing, and shall be sent postage prepaid by U.S. Mail, return receipt requested, to the contact persons and addresses identified in Subsection 12.2 of this Agreement unless otherwise indicated by the Parties in writing. 116 12.2 Contact Persons and Addresses. The contact persons for the administration of this Agreement are as follows: City of Tukwila: Cyndy Knighton Senior Transportation Engineer Public Works Department City of Tukwila 6300 Southcenter Blvd., Suite 100 Tukwila, WA 98188 (206) 431 -2450 King County, Metro Transit: Franco Fernandes Project Manager Transit Route Facilities 201 S Jackson Street KSC -TR -0413 Seattle, Washington 98104 -3856 (206) 263 -3134 13. Dispute Resolution Process The Parties, through their designated representatives identified in Subsection 12.2 of this Agreement, shall use their best efforts to resolve any disputes pertaining to this Agreement that may arise between the Parties. If these designated representatives are unable to resolve a dispute, the responsible Project Directors of both Parties shall review the matter and attempt to resolve it. If they are unable to resolve the dispute, the matter shall be reviewed by the department directors of the Parties or their designees. The Parties agree to exhaust each of these procedural steps before seeking to resolve disputes in a court of law or any other forum. 14. Records Retention and Audit During the progress of the Work and for a period not less than three years from the date of completion of the Work or for the retention period required by law, whichever is greater, records and accounts pertaining to the Work and accounting therefore are to be kept available by the Parties for inspection and audit by representatives of the Parties and copies of all records, accounts, documents, or other data pertaining to the Work shall be furnished upon request. Records and accounts shall be maintained in accordance with applicable state law and regulations. 15. Compliance with Applicable Laws The Parties agree to comply with all applicable federal, state, and local laws, rules, and regulations, including those pertaining to nondiscrimination, and agree to require the same of any subcontractors providing services or performing any of the Work using funds provided under this Agreement. 117 16. Legal Relations 16.] No Partnership or Joint Venture. No joint venture, agent - principal relationship or partnership is formed as result of this Agreement. No employees or agents of one Party or any of its contractors or subcontractors shall be deemed, or represent themselves to be, employees or agents of the other Party. 16.2 No Third Party Beneficiaries. It is understood and agreed that this Agreement is solely for the benefit of the Parties hereto and gives no right to any other person or entity. 16.3 Assignment. Neither this Agreement, nor any interest herein, may be assigned by either Party without the prior written consent of the other Party. 16.4 Binding on Successors and Assigns. This Agreement, and all of its terms, provisions, conditions, and covenants, together with any exhibits and attachments now or hereafter made a part hereof, shall be binding on the Parties and their respective successors and assigns. 16.5 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. 16.6 Waiver of Default. Waiver of any default shall not be deemed to be a waiver of any subsequent default; as such, failure to require full and timely performance of any provision at any time shall not waive or reduce the right to insist upon complete and timely performance of any other provision thereafter. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms ofthis Agreement unless stated to be such in writing, signed by duly authorized representatives of the Parties, and attached to the original Agreement. 16.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 16.8 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. 16.9 Rights and Remedies. The Parties' rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. 16.10 Severability. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable.. 16.11 Entire Agreement. This Agreement embodies the Parties' entire understanding and agreement on the issues covered by it, except as may be supplemented by subsequent written amendment to this Agreement, and supersedes any prior negotiations, representations or draft agreements on this matter, either written or oral. 16.12 Survival. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination ofthis Agreement. 118 17. Execution of Agreement — Counterparts This Agreement may be executed in two counterparts, either of which shall be regarded for all purposes as an original. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date indicated under their signatures. KING COUNTY DEPARTMENT OF TRANSPORTATION METRO TRANSIT DIVISION CITY OF TUKWILA By: Kevin Desmond, General Manager By: Jim Haggerton, Mayor Dated: Dated: APPROVED AS TO FORM: I3y: Dated: APPROVED AS TO FORM: By: Dated: 119 120 Attachment A Summary of F Line ITS Improvements F Line RapidRide Improvements Cost of Improvements Financial Plan County City 1 • Install fiber optic cable along Southcenter Blvd between TIBS and W Valley Hwy, on W Vally Hwy between Southcenter and Strander Blvd, and within the Tukwila CBD as shown in the Contract No. C00759C12 plans. $ 804,269 $804,269 $ 804,269 $804,269 -0- S -0 - 2. Install new F Line ITS cabinets with fiber termination panels and Ethernet switches at the following intersections: - Southcenter Blvd /TIBS - Southcenter Blvd /Macadam Rd - Southcenter Blvd /61st Ave S - Southcenter Blvd /62nd Ave S (termination cabinet to City Hall) - Southcenter Blvd /66th Ave S - Tukwila Parkway /Andover Park W - Baker Blvd /Andover Park W - Strander Blvd /Andover Park E 3. hnstall new Double Door P style cabinets with fiber termination panel and Ethernet switch along with required communications hardware to provide TSP at the following signalized intersections: - Southcenter Blvd /42nd Ave S - Strander Blvd /Andover Park W 4. Install wireless access points as indicated on the Contract No. X plans. 5. Modify the signal at Southcenter Blvd /66th Ave S to provide a northbound through except transit lane and an overlap for the northbound right turn movement. 6. Install vaults for fiber splicing and cable storage. Equip existing vaults with rack for fiber storage. 7. Upgrade type 1 junction boxes to type 2 junction boxes to accommodate the fiber cable as indicated on the Contract No. X plans. 8. Install small sections of new conduit at signalized intersections as shown in the Contract No. X plans. 9. Develop and install signal plans for transit signal priority for TSP intersections along the corridor. Total 121 122 Exhibit B King County F Line ITS Corridor Improvements Construction Contract No. C00759C12 123 124 TRANSPORTATION COMMITTEE Meeting Minutes February 26, 2013 — 5:15 p.m. — Conference Room #1 City of Tukwila Transportation Committee PRESENT Councilmembers: Kate Kruller, Chair; Joe Duffie and Dennis Robertson Staff: Bob Giberson, Frank Iriarte, Robin Tischmak and Cyndy Knighton Guest: Chuck Parrish CALL TO ORDER: The meeting was called to order at 5:05 p.m. I. PRESENTATIONS No presentations. II. BUSINESS AGENDA A. Cascade View Elementary Safe Routes to School Consultant Contract Amendment #1 Staff is seeking Council approval of Contract Amendment No. 1 with David Evans and Assoiciates, Inc. for the Cascade View Safe Routes to School project in the amount of $25,675.00. This amendment will provide right -of -way acquisition services that are needed for the City to acquire property rights for construction of the trail across private property. A more detailed Scope of Services in provided in Attachement A, page 4 of the Committee Agenda packet. Based on a request made by Committee Member Duffle, rather than going to the Consent Agenda, this item will be placed under new business at the March 4 Regular meeting so that interested public has the opportunity to speak to this issue prior to the full Council taking action. UNANIMOUS APPROVAL. FORWARD TO MARCH 4 REGULAR MEETING FOR DISCUSSION AND ACTION AS APPROPRIATE. B. Interlocal Agreements: Tukwila Urban Center Transit Center Staff is seeking Council approval for to enter into two interlocals with King County (specifically Metro Transit) for the design, construction, and maintenance of the Tukwila Transit Center; and the RapidRide Intelligent Transportation System. Design, construction, and maintenance of the Tukwila Transit Center This agreement defines the roles between the City of Tukwila and King County in regards to the City's prposed Transit Center. In summary, Tukwila is responsible for design and construction, and will share responsibility for ongoing maintenance and operations with the County. RapidRide Intelligent Transporation System This agreement outlines City and County responisbilities relating to conduit and fiber cables that are used by King County Metro's F Line RapidRide's Intelligent Transportation System improvements. Specifically, it identifies ownership of resources, installation and use. Staff briefly mentioned a third agreement that will be forthcoming to Committee regarding implementation of the F Line RapidRide Fiber Optic Project. UNANIMOUS APPROVAL. FORWARD TO MARCH 11 COW FOR DISCUSSION. 125