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HomeMy WebLinkAboutCOW 2013-03-11 Item 5D.1 - Interlocal Agreement - Tukwila Transit Center Design, Construction and Maintenance with King CountyAGREEMENT 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