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09-001 ITS Ops & Maintenance along Appleway & Sprague • WSDOT Contract No. K237 INTERAGENCY AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF TRANSPORTATION AND CITY OF SPOKANE VALLEY THIS AGREEMENT is made and entered mto by and between the DEPARTMENT OF TRANSPORTATION, hereinafter referred to as 'WSDOT," and the CITY OF SPOKANE VALLEY, hereinafter referred to as the "CITY" WHEREAS, the CITY owns certam Intelligent Traffic Systems (ITS) located along Appieway 6oulevard, and Sprague Avenue between I-90 and Urnversity Road, and WHEREAS, it would be to the mutual benefit of WSDOT and the City for the WSDOT to perfoRn the operation and mamtenance of certain ITS systems to the extent set forth in this Agreement, and to establish, m wrbng, each party's responsibdity WHEREAS, the CITY and WSDOT are authorized to enter into this Agreement pursuant to the authority granted RCW 47 28140, RCW 39 34 and RCW 43105 NOW, THEREFORE, THE CITY AND WSDOT MUTUALLY AGREE AS FOLLOWS 1 GENERAL WSDOT agrees to perform certam activities regarding the maintenance and operabon of the designated ITS systems ovmed by the CITY as identrfied in Exhibd A attached hereto and by this referenoe made part of this Agreement 2 ANNUAL REPORT The CITY and WSDOT mnll meet as necessary, a minimum of once annualiy on or about Apnl 1 of each year, to review maintenance and operations issues for the CITY owned ITS systems These reviews shall be documented on Attachment C One (1) ongmal countersigned copy of the Annual Performance Revrew by both parties shall be sent to the WSDOT Contract Admirnstrator and CITY Contract Manager for the official file. The CITY retams ownership of said ITS systems As such, the WSDOT will coordmate review of modrfications with the CITY prior to implementaUon The exception is where extraordinary circumstances require WSDOT to take immediate remedial actron. in the event a condition exists resulting from storm damage, third party damage, or other reasons, WSDOT may of their own volition, remove any obvious and immediate trafFic hazards before notdication to the CITY WSDOT is responsible for implemenUng and mamtammg necessary traffic controi from the point at which the condition is identrfied untd the ITS system is restored to its previous functional state • Emergency Mamtenance WSDOT agrees to perform emergency maintenance on said ITS systems at CITY expense Emergency mamtenance includes repair or replacement of ITS systems or components and the necessary traffic control for WSDOT workers to perform the work WSDOT shall notify the CITY within one working day of the emergency work as to any relevant mformation WSDOT may possess if the damage was caused by a third party Page 1 of 6 K237 C09=001 • Replacement or repair caused by accidents, vandalism, adverse weather or unanbcipated forces or acfions WSDOT agrees to perform replacement or repair of the ITS system components and at CITY expense d the damage was caused by accidents, vandalism, adverse weather or unanticipated forces or actions WSDOT shall notify the CITY within one working day of the replacement or repair work as to any relevant information WSDOT may possess if the damage was caused by a third party • Standards Work to be performed by WSDOT mnll be consistent with current WSDOT practices concerrnng the operation and maintenance of ITS systems set forth as follows (a ) Components employed in traffic signal systems, Intelligent Transportation Systems (ITS) or any other electrical installation wdl conform to requirements of WAC 296-4613-901 Traffic Management Systems. (b ) Work will be performed in accordance mnth current WSDOT Mamtenance Practices for mamtenance procedures for traffic signals, highway lightmg and ITS eqwpment (c ) Work performed on these ITS systems wdl be documented in ITS Maintenance Management records The CITY'S responsibilities regardmg the designated ITS systems identrried in Exhibit "A" shall include the followmg (a ) Provide maintenance, operation, repair and replacement activites that are not covered in WSDOTs Responsibdity of this Agreement (b ) The CITY is responsible for payment of operational power costs associated mnth all ITS systems (c ) Locatmg all underground conduits or equipment associated with said ITS systems (d ) Request WSDOT perform repair or replacement work of the ITS systems The ITS system for Repair or Replacement Amendment shall mclude at a mmimum a description and location of the existing facdity, description of work, cost (labor and materials) and the effective date to start the specific ITS system repair or repiacement RIGHT OF ENTRY The CITY grants WSDOT access to CITY right of way for the purpose of performing operation, mamtenance, repair or replacement of the ITS systems designated in Exhibit "A" and any systems that are added to this Agreement by way of an Amendment 3 TERM OF AGREEMENT This Aqreement's inital teRn shall be one (1) year, beginnmg on the date first entered below, and endwg on December 31 of that year Tlns agreement shall automatically be renewed on a calendar year basis unless written notice of termmaaon is given by either patty by the precedmg November 1 of any such year Failore of either party to notify the other of such terminahon on or before November 1 of any such year shall cause this Agreement to automatically be renewed for the next ensiung calendar year 4 PAYMENT Page 2 of 6 K237 The estimated cost of routme mamtenance and operation in (the current year) is as defined m Exhibit "B" attached hereto and by reference made part of this Agreement The ClTY agrees to set aside funds for payment to the WSDOT for such work in this amount It is anticipated that actuai costs will rise in subsequent years as materials, wages and other costs mcrease The CITY further agrees to reimburse the WSDOT for the actual cost of work covered by this Agreement includmg additional work for emergency mamtenance and additional work performed at the request of the CITY Payments shali be made upon presentation of progress billmgs by WSDOT, and within thirty (30) calendar days after the CITY has received each billmg The CiTY agrees that ff payment for the work is not made withm forty-five (45) calendar days after the CITY has been bdled for the work, the WSDOT may wthhold any mornes which the CITY is entitied to receive from the Motor Vehicle Fund and apply the withheld monies to the amount bdled by the WSDOT until satisfied Dunng the progress of any and all work assigned to WSDOT, and for a period of not less than three years from the date of payment to WSDOT for that work the records and accounts pertaming to said work and accounting therefore are to be kept avadable for inspection and audit by the CITY Copies of all records, accounts, documents, or other data pertairnng to the project will be furnished upon request to the CITY If any litigation, claim, or audit is commenced, the records and accounts along with supporting documentation shall be retamed untd all litigation, claim or audit findmg has been resolved even though such Idigation, claim or audit continues past the three year retention penod In the event that it is determmed that an overpayment has been made to WSDOT by the CITY, the CITY will bdl WSDOT for the amount of overpayment 5 RECORDS MAINTENANCE The parties to this Agreement shall each maintain books, retrords, documents and other evidence which sufficientiy and propedy reflect all direct and mdirect costs expended by either party m the performance of the service(s) descxibed herein These records shall be subject to inspection, review or audd by personnel of both parties, other personnel duly authonzed by either party, the Office of the State Auddor, and federal officials so author¢ed by law All books, records, documents, and other material relevant to this Agreement will be retamed for suc years after expirafion and the Office of the State Auditor, federal auddors, and any persons duly authonied by the parties shall have full access and the right to examme any of these materials during this penod Records and other documents, m any medwm, furrnshed by one party to this agreement to the other party, will remam the property of the fumishing party, unless otherwise agreed The receNing party will not disclose or make available this matenal to any third parties without first givmg notice to the fumishing party and givmg it a reasonable opporturnty to respond Each party will utdize reasonable security procedures and protecUons to assure that records and documents provided by the other party are not erroneously disclosed to third parties 6 INDEPENDENT CAPACITY The employees or agents of each party who are engaged m the perfortnance of this Agreement shall oontmue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party 7 AGREEMENT ALTERATIONS AND AMENDMENTS This Agreement may be amended by mutual agreement of the parties Such amendments shall not be binding unless they are in wrrting and signed by personnel authorized to bmd each of the parties Amendments addressing a change in the SOW shall include at a mmimum a descnption of the ITS system mstallation(s) to be added or deleted and the system(s) precise location The effective date of coverage Page 3 of 6 K237 i • or deletion shall be defined m the Amendment An ITS system may be deleted from this Agreement at the sole discretion of WSD4T upon thirty (30) calendar days written notce to the GITY 8 TERMIP+IATI4hl Either party may terminate thFS Agreement upon sDcty (60) calendar days' pnvr written notlfication ta the ather party 1fi this Agreerrsent is so #erminated, the parties shall be liabfe oniy far performance rendered or costs mcurred in ac:cordance wi#h #he terms of this Agreement prior to the effective date of terminabon Upon terminabon, #he WSDOT shall have no further responsibdity of the CiTY's ITS systems, includmg equipment that was added to this Agreement by amendmeni 9 TERMlNATION FOR CAUSE If for any cause, erther party daes nvt fulfill in a Umely and proper manner rts obligations under thls Agreement, or ff either party violates any of these terms and conditions, the aggheved party wnll gNe the other party written notiee of such farture or violation The respvnsible party wdl be giveh the opp+orturnty to correct the vioiation or failure wthm fifteen (15) woakmg days ff #adure or violation is nvt correctea, this Agreement may be termirrated immediately by vvritten nobce of the aggrieved party to the other 10 DISPUTES In fhe event that a dispute arises under thrs Agreemerrt, it shall be determmed by a Dispute Baard ih the followmg manner Each party to this Agreement shall appoint one member to the Uispute Board The members so appointed shall jantfy appoint an additional member to the Dispute Board. The DESpute Bvard shall review the facts, agreement terms and appficable statutes and nrles and make a determmalbon of the dispute The determination of the Dispute Board shail be final and bindrng on the parties hereto As an ciItemative tQ this process, either of the parties may request interventon by the Govemor, as provided by RCW 4317 330, in which event the Governor's process wnll controi 11 LEGaL RELATIC►NS The C1TY shall protect, defend, mdemrnfy, and hold harmless WSDQT, its afficers, officrals, employees, and agents while acUng within the scope of their employttieht as such, from any and all cvsts, claims, judgments, andlor awards of damages (both to persons andJor property) The G1TY wi11 nvt be required to indemnrfy, defend, or save harmless WSDaT if the claim, suit, ar action for injuries, death, or damages (both to persons andlor property) is caused by the sole neglcgence of the WSDOT Where such claims, suits, vr actions result from the concurrent negligence of both Parties, vr involves those actions covered by RCW 4 24115, fhe mdemnrty provrsions provided herein shall be valid and enforceable only to the extent of each Party's owm negligence Ta the ex#ent allowed by Isw, WSDOT agrees tv protect, defend, indemrnfy, and hold harmless the ClTY its afficers, officiais, employees, and agents while acting within the scope of their employment as such, frvm any and all costs, cfaims, judgments andlor awards of damages (both to persons andlor property) The WSDOT wnll not be required to indemnify, defend, or save harmless #he CITY d the claim, swt, or action for mjuries, dea#h, or damages (both to persons and/or property) is caused by the sole negligence of the CITY, or involves those actions covered by RCW 4 24115 Where such claims, suits, or actions resuft from the concurrent negligence of both Parties, the indemrnty provisions provjded herem shall be vafid and enforceable only to the extent of each Party's own negiigence The CITY agrees that i#s obligations under this section extend #v any claim, demand andlor cause vf action brougttt by, or on behaif of, any CITY employees or agents while performmg work authonzed under this Agreement Far this purpose, the CITY, by mutUal negotiation, hereby wawes with respec# to WSDOT only, any immunity that would othermse be availabRe to rt against such claims under the Industrral Insurance provisions of chapter 51 12 RCW These mdemnifica#ians and waiver shall survtve the termination of this Agreemenf Page 4 of 6 K231 . , No officer or empioyee of WSDQT or the CITY shail be personaily liable for any act, or failure to act, m connect+on with this Agreement, it is understood that m such matters they are acting solely as agents of their respective agencies The CITY, its employees, contractors, and subcontractors shall be deemed for all purpases as employees of the CiT'`r' and shall not in any manner be deemed empioyees of WSDOT Any forbearance by WSDOT or the CITY in exercising any right or remedy hereunder or otherwrse afforded by applicable law, shall not be a waiver of, or preclWde the exercise of, any such right or remedy In the event that either Party deems it necessary to mstitute legal actian or proceedmgs to ehforce any right or vbiigatron under this Agreement, the Parties hereto agree that any such acbon or proceedings shall be brvught in a court of competent jurisdiGtion located in Thurston County, Washington During the progress of the performance of the work authoflzed andlor performed under the terms of this Agreement and #or a period not less than six (fi) years from the date of termination of this Agreement, the records and accounts pert,airnng to the work herein and accounting therefore, are to be kept avaiiable for mspection and audrt by the state andfor the Federal Government and copies of ail rec:ords, accaunts, documents, ar other data pertaming to the perfvrmance of the work authortzed and/or perFormed under fihe terms of this Agreement will be furhished upan request If any litigation, claim: or audit is commenced, the records and accounts along wnth supportrng documentation shall be retained until all litrgativn, claim or audrt finding has been resolved even thvugh such litagation, claim, or audit contmues past the three-year retention period 12 GLA,IMS All c[aims brought which arise out of , in cannectivn wnth, on meident ta the execution of this Agreement wiil be forwarded to the CITY fvr initial processmg Any such ciaims believed to be caused by #he concurrent or sole negligence of WSDOT will be formally tendered to the General Admirnstration's Qffice of Risk Management far processmg pursuant #o RGW 4 92100 13 GC}VERNANCE This Agreement is entered mto pursuant to and under the authordy granted by the laws of the state of Washingtan and any applicable federal laws The prorriszons of this Agreement shall be cons#ru+ed to ronform to those laws In the event of an mcvnsistency m the terms of this Aqreement, or between its terms and any applicable statute ar rule, the mconststency shalt be resofved by givmg precedence m the followmg order (a ) Applicabie s#ate and federal statutes and rules, (b ) Statement of work, and (c,) Any other provisions of the agreement, includmg matenals mcxorpurated by reference 14 ASSIGNMENT The work ta be provided under this Agreement, and any claim arising thereunder, is not assignable or delegable by either party in whole or m part, without the express prtor wrdten consent of the other party, which consent shall not be unreasonably wrthheld 15 WAtV'ER Page 5 of 6 K237 . • A failure by either party to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such nghts and shali not constitute a waever of any other rights under this Agreement unless stated to be such in a wrNtmg srgned by an authorized representative of the party and attached to the original Agreement 16 SE'IfERABILITY if any provision of this Agreement or any provision of any document mcorparated by reference shall be held invalid, such mvalidity shall not affect the other provisions of this Agreement which can te given effect vuithout #he mvaiid provision, rf such remamder cvnforms to the requirements of applicable faw and the fundamental purpose of this agreement, and to this end the provrsians of this Agreemen# are declared to be severable 17 ALL WRITINGS CONTAINED HEREIN This Agreement contams all the terms and canditions agreed upon by the parbes No other understandmgs, oral or atherwise, regarding the subJect matter of this Agreement shall be deemeri #o exist or to bind any of #he parties hereto 18 CCINTRACT MAIdAGEMENT The program manager for each of the parties shall be responslble for and shall be the contact person for all communrcabons regarding the perFormance of this Agreement The Program Manager #or WSDOT is. Harold Whtte, Eastem Regian Traffic Engineer 2714 North Mayfair Street Spokane, WA 99207-2050 (509) 324-6550 WhiteMl@wsdot wa gov The Program IVlanager for the ClTY is lnga Note Sernvr Traffic Engineer 11707 E. Sprague Avenue, Suite 106 Spokane Valley, WA 99206-6124 (509) 688-0227 mote@spokanevalley orh lN WITNESS WHEREOF, #he parties have executed this Agreement City of Spokane Valley State of Washington Department of Transpartation -IJAO_ . I 1/0/0 ~ ~ Date Grant Rodeheave Da#e r Crty Manager Director, 4ff'ice of Irrformatia Technology APPR4VED AS FORM: APPR0IIED AS TD FORM: C A RNEY ATT EY GENERAL'S OFFIGE Page 6 of 6 K237 INTERAGENCY AGREEMENT EXHIBIT A STATEMENT OF WORK WSDOT's responsibilities regarding the designated ITS systems shall include the following: • Provide routine maintenance and operation which shall involve the performance of the following activities. (a.) Day to day observation of camera and VMS sign operations and performance. (b.) Removal and replacement of failed components. These failed components that will be replaced by WSDOT shall be replaced with CITY owned components or the CITY shall purchase the new components from WSDOT. (c.) Maintain accurate maintenance records, as to the time and materials used in completing the various tasks for each location (d.) Routine preventative maintenance to the extent consistent with WSDOT'S current preventative maintenance standards. (e.) Maintenance of communications end equipment located at each device location cabinet, communications end equipment located in shared use hub located on I-90 at Sprague Ave. Interchange, and communications end equipment located at Spokane Regional Transportation Management Center (SRTMC) transmitting/receiving video/data from ITS systems identified in this Exhibit "A". ITS SYSTEM LOCATION CCTV System Appleway and Park Ave SW Corner CCTV System Appleway and Dishman-Mica NE Corner CCTV System Appleway and University NW Corner VMS and Controller Cabmet Sprague Ave between I-90 and Thierman Road Communication Equipment CC 080 050/shared use cabinet at Sprague Ave I/C (I-90) Patch Panel w/72 fiber terminations EtherWAN svintch for signal data transmission Optelecom Transmitter and Receivers for video transmission Communication Equipment SRTMC Optelecom Receiver for video transmission Irteragency Agreement Exhibit B CTTY OF SPOKANE VALLEY ITS PM ESTIMATES Item Unit Quantity Cost Totei CCTV 4 Der vear 3 TST's far 3 hours @$5139 per hour (mcludes traffic control) Hour 9 $ 5139 $ 46251 17G5 bucket truck for 3 hours @$19 29 per hour Hour 3 $ 1929 $ 5787 1 TMA for 3 hours @$5 55 Hour 3 $ 5 55 $ 1665 Matenals $20 LS 1 $ 2000 $ 2000 Total per PM per camera $557 03 $ 55703 CCTV 4»er vear 4 $ 55703 $ 2,22812 VMS 2 per vear 3 TST's for 4 hours @$S 139 per hour (includes traffic control) Haur 12 $ 5139 $ 61668 17G5 bucket truck for 4 hours @$19 29 per hour Hour 4 $ 1929 $ 7716 1 TMA for 4 hours @$5 55 per hour Hour 4 $ 5 55 $ 2220 Matenals $10 LS 1 $ 1000 $ 10.00 Total per PM per sign. $803 04 $ 72604 vMs 2 ner vear s $ 726oa $1,45208 CITY OF SPOKANE VALLEY EMERGENCY REPAIR ESTIMATES CCTV $500 per camera per year These are very expeasrve devices so the actual cost to repair could be much higher VMS• $S00 per sign per year These are very expensive devices so the actual cost to repair could be much higher Unit QuaMityi Cost Total Cameras Each 3 $ 2,22812 $ 6,68436 VMS Each 1 $ 1,45208 $ 1,45208 CCTV Repair Each 1 $ 50000 $ 50000 VMS Repau Each 1 $ 50000 $ 50000 Total Agreement Cost $ 99136,44 • • Attachment C i Interagency Performance Report Date Reviewed: Agency Najiie Contract WSDOT Number Administrat3on/Division/Office Contract Obhgation Descnption WSDOT Other Agency Frequency Responsibilrty`1 Responsibilrtyl N ~ N 1 Were all contract goals and objecbves accomphshed properly and on time? ❑ Yes ❑ No 2 Was the uistallation of the one hme products listed above completed m a tunely manner ❑ Always ❑ Most of the time ❑ Some of the ❑ Seldom ❑ Never tune 3 Overall, the qualrty level of the ongowg services were (1= Poor, 3= Satisfactory, and 5= Outstan(hng) ❑ 1 ❑2 ❑3 ❑4 ❑5 ❑N/A 4 Was there any ongoing services whose quahty level was less than satisfactory? If yes, please hst and rate each one on a separate page ❑ Yes ❑ No 5 The quaLty of the work performed was (1 = Poor, 3= Satisfactory, and 5= Outstanding) ❑ ] ❑2 ❑3 ❑4 ❑5 ❑NA 6 Were the agency staff s manner and conduct professionaP {1 = Poor, 3= Sahsfactory, and 5= Outstan(hmg) ❑ 1 ❑2 ❑3 ❑4 ❑5 ❑NA 7 The worlang relarionslup between agency staff was (1 = Poor, 3= Satisfactory, and 5= Outstandmg) ❑ 1 ❑2 ❑3 ❑4 ❑S ❑NA , Page 1 of 2 K237 8. Fiber Strands , . - . WSDOT Owns Other Agency Owns ~ i otal Strand Count m Conduit Baselwe New Basehne 9 Are there any changes or comments? 10 4vera1l contract performance has been (1 = Poor, 3= Sahsfactory, and 5= Outstanding) ❑1 ❑2 ❑3 ❑4 ❑5 11 Please elaborate on any areas rated 2 or less (Attach additional sheets as necessary) Review Frequency Addittonal Review Penods If yes, mdicate new frequency Permanent Review Frequency Change? Requved9 Yes ❑ No ❑ Yes ❑ No ❑ Approved by: WSDOT Contract Manager BCPUD Contract Manager Signature Date Signature Date Submit completed Vendor Performance Report to the Contract Administrator below. Name/Tide: Tim Carroll Phone. 360-705-7595 Email carrolt@wsdot wa gov Fax 360-705-6842 Page 2 of 2 K237