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22-174.00 WSDOT: Barker/BNSF Grade Separation Project GCB 3588 Barker Road/BNSF Grade Separation (at Trent Avenue - SR 290) HLP-REP-TIGER IX 4123(005) This Interlocal Agreement is entered into between the City of Spokane Valley,hereinafter referred to as the"Local Agency,"and the Eastern Region of the Washington State Department of Transportation,hereinafter referred to as"WSDOT,"hereinafter to be referred to individually as the"Party"and collectively as the"Parties." A. The Local Agency is reconstructing a portion of SR 290, a non-limited access-controlled facility, located within the boundaries of the Local Agency,by constructing a roundabout at the intersection of SR 290 and Barker Rd. which will be connected to a new railroad overcrossing at Barker Rd.hereafter called the"Project." B. The Local Agency is fully obligated for the cost of all design work,property acquisition, construction, and Contract administration described herein and has secured sufficient funding for the design,right of way acquisition, and construction of the Project. C. The Parties entered into Agreement, GCB 3305, on July 13,2020,for WSDOT to perform the Contract administration on the Project on the behalf of the Local Agency. D. The Local Agency has secured$2,589,251 of Local Agency funds, $5,382,600 of state funds and$12,568,149 of federal funds to cover all Project Construction costs. E. All state and federal funds for the construction of the Project have been transferred to WSDOT so that WSDOT can be reimbursed for the Project's contractor's construction costs and WSDOT's construction administration costs. F. The estimated costs to the Local Agency to administer the construction phase of the Project are $180,000,with additional Local Agency costs of$340,000 for the Local Agency's design consultant to assist WSDOT with construction administration support, when requested by WSDOT. E. WSDOT and the Local Agency now wish to define the reimbursement of Local Agency's costs and consultant expenses associated with the construction and Contract administration of the Project using the state and federal funds. • Now, therefore,by virtue of Title 39.34 RCW,pursuant to the above recitals that are incorporated herein as if fully set forth below and in consideration of the terms, conditions, covenants and performances contained in or the attached Exhibits A by this reference made a part of this Agreement, It is mutually agreed as follows: 1. Party Representatives Page 1 of 4 GCB 3588 1.1 The representatives for WSDOT and the Local Agency are identified as follows: WSDOT Representative Local Agency Representative Pete Corley, P.E. Robert Lochmiller,PE I Senior Engineer 2714 N.Mayfair St. 10210 E. Sprague Avenue I Spokane Valley, Spokane,WA 99207 WA 99206 Telephone Number: (509)324-6238 Telephone Number: (509)720-5010 Email: CorlePK@wsdot.wa.gov Email:rlochmiller(a,spokanevalley.org 2. Payment 2.1 WSDOT shall reimburse the Local Agency for its staff time overseeing the project and its consultant's construction support expenses during the construction phase of the project. 2.2 Local Agency's construction management and administration costs accrued from January 28, 2021 (Contract Award Date)to the termination of this agreement are eligible for reimbursement. To date,WSDOT has reviewed invoices totaling$70,108.3,through December 31,2021, and have determined that all such costs meet all reimbursement eligibility requirements.WSDOT shall pay the Local Agency all unquestioned amounts within 45 days of execution of this Agreement. 2.3 The Local Agency shall invoice WSDOT bi-monthly during construction for all eligible incurred expenses. 2.4 Upon receipt of an invoice from the Local Agency,WSDOT shall immediately review each invoice, and shall bring to the Local Agency's attention any amount on an invoice that is unclear or questionable. WSDOT shall pay the Local Agency all unquestioned amounts within 45 days of the receipt of the invoice. 2.5 WSDOT shall use the state and federal funds for the project to reimburse the Local Agency's qualifying expenses. 3. Amendments 3.1 This Agreement, including the attached Exhibits,may be amended or modified only by the mutual agreement of the Parties. Such amendments or modifications shall not be binding unless they are in writing and signed by persons authorized to bind each of the Parties. 4. Termination 4.1 Neither WSDOT nor the Local Agency may terminate this Agreement without the written concurrence of the other Party. 5. Dispute Resolution 5.1 The Parties agree that any and all disputes or claims arising out of or relating to this Agreement shall be submitted to a mediator selected by both Parties for mediation pursuant to Section 5.2 below. Page 2 of 4 GCB 3588 5.2 Mediation. Either Party may commence mediation by providing the other Party with a written request for mediation, setting forth the matter in dispute and the relief requested. The Parties agree to cooperate with one another in selecting a mediator and scheduling mediation proceedings. The Parties agree to participate in the mediation in good faith. The Local Agency agrees,at its sole cost and expense,to pay all costs of the mediation between the Parties.WSDOT shall have no cost liability as provided in Section 6.1. If the Parties do not agree on a mediation service to conduct the mediation,the mediation shall be conducted in accordance with the Construction Industry Mediation Rules of the American Arbitration Association.All offers,promises, conduct and statements,whether written or oral,made in the course of mediation are confidential,privileged, and/or inadmissible for any purpose in any litigation or arbitration of the dispute,provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in mediation. 5.3 Venue: In the event that either Party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this Agreement,the Parties agree that any such action or proceedings shall be brought in the superior court situated in Spokane County,Washington unless filing in another county is required under any provision of the Revised Code of Washington. Further,the Parties agree that each shall be responsible for its own attorneys' fees and costs. 6. Term of Agreement Unless otherwise provided herein,the term of this Agreement shall commence and shall be binding on the Parties as of the date this Agreement is fully executed and shall continue until the Project is accepted by the Local Agency pursuant to Section 9 of Agreement GCB 3305,Exhibit A. Indemnification and Hold Harmless 7. The Local Agency agrees to defend,indemnify, and hold harmless WSDOT,including its officers, employees, and agents, from any and all claims, demands, losses, and/or liabilities to or by third parties arising from,resulting from, or connected with, acts or omissions performed or to be performed under this Agreement by the Local Agency, its agents, employees, contractors, subcontractors, Consultants, and suppliers of any tier, including acts or omissions of the Local Agency's invitees and licensees, to the fullest extent permitted by law and subject to the limitations provided below. 7.1 The Local Agency's duty to defend and indemnify WSDOT, including its officers, employees, and agents, shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the sole negligence of WSDOT,including its officers, employees, and agents. The Local Agency's duty to defend and indemnify WSDOT, including its officers,employees, and agents, and shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of(a) WSDOT, including its officers, employees, and agents, and(b)the Local Agency, its employees, contractors, subcontractors, and suppliers of any tier, and invitees and licensees, and shall apply only Page 3 of 4 GCB 3588 to the extent of negligence of the Local Agency, its agents, employees, contractors, subcontractors, and suppliers of any tier, invitees and licensees. 7.2 The Local Agency specifically and expressly and by mutual agreement waives any immunity that may be granted it under the WSDOT Industrial Insurance Act, Title 51 RCW. Further,the indemnification obligation under this Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefits acts, or other employee benefits acts;provided, the Local Agency's waiver of immunity by the provisions of this Section extends only to claims against the Local Agency by WSDOT, and does not include, or extend to, any claims by the Local Agency's employees directly against the Local Agency. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Party's date signed last below. Washington State City of Spokane•Valley Department of Transportation By: BY Digitally signed by Mike Gribnei Date:2022.10.210853:52 -0T00' Printed: Printed:Mike Gribner,P.E. Title: Title:Regional Administrator G!T y �+9i✓¢G-�-� Date: Date: 10/21/2022 -iJ- 12 Approved as to Form Requested Entity Washington State Department of Transportation By: By: Printed: Printed: Guy owman Title: Title:Assistant Attorney General Date: Date: , D Page 4 of 4 GCB 3588