HomeMy WebLinkAbout13-071 - King County - Tukwila Transit Center Design, Construction and Management13 -071
Council Approval 3/18/13
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,
/ 6, / ,2 X /6 /./VA-LS
Agreement Between King County and the City of Tukwila
For the Design, Construction and Maintenance of the
Tukwila Transit Center
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
Agreement Between King County and the City of Tukwila
For the Design, Construction and Maintenance of the
Tukwila Transit Center
of any failure or partial failure of the design, construction, or inspection of the Project
Improvements.
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
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
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
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
Agreement Between King County and the City of Tukwila
For the Design, Construction and Maintenance of the
Tukwila Transit Center
Requirements for Grants and Cooperative Agreements to State and Local
Governments. The text of 49 CFR 18 is attached as Exhibit C.
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.
Agreement Between King County and the City of Tukwila
For the Design, Construction and Maintenance of the
Tukwila Transit Center
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
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
Agreement Between King County and the City of Tukwila
For the Design, Construction and Maintenance of the
Tukwila Transit Center
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
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.
Agreement Between King County and the City of Tukwila
For the Design, Construction and Maintenance of the
Tukwila Transit Center
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
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.
Agreement Between King County and the City of Tukwila
For the Design, Construction and Maintenance of the
Tukwila Transit Center
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
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
Agreement Between King County and the City of Tukwila
For the Design, Construction and Maintenance of the
Tukwila Transit Center
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
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
Agreement Between King County and the City of Tukwila
For the Design, Construction and Maintenance of the
Tukwila Transit Center
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
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.
Agreement Between King County and the City of Tukwila
For the Design, Construction and Maintenance of the
Tukwila Transit Center
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
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
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
By: Kevin Desmond, General Manager
Dated:
4/1 4113
APPROVED AS TO FORM ONLY:
By:
Senior Deputy
Dated:
rosecuting Attorney
Agreement Between King County and the City of Tukwila
For the Design, Construction and Maintenance of the
Tukwila Transit Center
CITY OF TUKWILA
APPROVED AS TO FORM ONLY:
By: OLCIA QA-- I5�t/�'
City Attorney
Dated: 114,1142
Exhibits A thru I to Contract 13-071
may be found as a separate Laserfiche file titled:
Exhibits A-I: Tukwila Transit Center
Design, Construction and Maintenance