11-072.00 WSDOT: Indiana Sullivan PCCP Intersection SR90Agreement Number GCA 6706
STATE PARTICIPATION AGREEMENT
WORK BY LOCAL AGENCY
This Agreement is made and entered into between the STATE OF WASHINGTON
Department of Transportation (STATE) and the City of Spokane Valley, 11707 E.
Sprague Ave., Suite 106, Spokane Valley, Washington, (LOCAL AGENCY).
WHEREAS, the LOCAL AGENCY is planning the construction or improvement of a
section of state route (SR) 90, a limited access facility, by reconstruction of the existing
Sullivan Road and Indiana Avenue intersection within the SR 90 /Sullivan Road
interchange at approximate mile post 291.92, to provide a portland cement concrete
roadway surface hereinafter the "Project," and
WHEREAS, the Project is on state -owned right of way within a limited access controlled
area, and
WHEREAS, the above noted intersection is located in close proximity of a concrete and
asphalt plant that produces high volumes of heavy truck traffic that crosses through said
intersection, and
WHEREAS, the STATE recognizes the benefits to the STATE from the construction of
the Project and agreed on February 3, 2011 to contribute an equivalent monetary benefit
of a one time, Lump Sum dollar amount of $100,000 toward the Project, and
WHEREAS, the STATE funds will not be available until after July 1, 2011,
NOW, THEREFORE, pursuant to RCW 47.08.070, the above recitals that are
incorporated herein as if set forth below, and in consideration of the terms, conditions,
and performances contained herein, and the attached Exhibit A, which is incorporated
and made a part hereof,
IT IS MUTUALLY AGREED AS FOLLOWS:
1. PLANS, SPECIFICATIONS, AND COST ESTIMATES
1.1 The LOCAL AGENCY will prepare the plans, specifications, and cost estimate
(PS &E). The PS &E shall be in accordance with the Standard Specifications for
Road, Bridge, and Municipal Construction.
1.2 The LOCAL AGENCY will provide the STATE with one (1) reproducible copy
of the Ad ready PS &E for the Project a minimum of twenty (20) calendar days
prior to the proposed Ad date. The STATE will have fifteen (15) calendar days to
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review the Ad ready PS &E for the Project and resolve with the LOCAL
AGENCY any STATE concerns. The STATE will provide the LOCAL
AGENCY with written approval, conditional approval, or rejection within the
fifteen (15) calendar day review period.
2. BID, AWARD, AND COST ADJUSTMENTS
2.1 The LOCAL AGENCY will advertise the Project for bids.
2.2 The LOCAL AGENCY will award, execute, and administer the Project contract.
3. CONSTRUCTION
3.1 The LOCAL AGENCY will designate a LOCAL AGENCY Project Engineer to
provide all services and tools, including but not limited to construction
administration, inspection, materials testing, and representation, necessary to
administer and manage the contract to ensure that the Project is constructed in
accordance with the contract.
3.2 The STATE may consult with and inquire of the LOCAL AGENCY Project
Engineer, attend all meetings, and have access to all documentation concerning
the Project. The STATE shall not provide direction, directly or indirectly, to the
LOCAL AGENCY's contractor. All formal contacts between the STATE and the
contractor shall be through the LOCAL AGENCY's representative.
3.3 The STATE may inspect the Project. Any costs for such inspection shall be bome
solely by the STATE. All contact between said inspector and the contractor shall
be only through the LOCAL AGENCY's inspector or the LOCAL AGENCY's
representative.
3.4 The LOCAL AGENCY will prepare the final construction documentation in
general conformance with the STATE's Construction Manual. The LOCAL
AGENCY will maintain one set of plans as the official "as- built" set, then make
notations in red ink of all plan revisions typically recorded per standard LOCAL
AGENCY practices, as directed by the STATE's Construction Manual. Once the
STATE has accepted the Project portion located on STATE's right of way per
Section 5, the LOCAL AGENCY will provide one reproducible set of as -built
plans to the STATE within one hundred eighty (180) calendar days.
3.5 All traffic control for any construction work within limited access areas shall be
in compliance with the Manual on Uniform Traffic Control Devices (MUTCD)
and/or Work Zone Traffic Control Guideline M54 -44. All traffic control plans
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must be approved by the STATE prior to use within state -owned limited access
right of way.
3.6 The LOCAL AGENCY shall maintain a minimum of one lane of traffic in each
direction at all times on Sullivan Road and shall not close access to any of the
interchange ramp terminals.
4. CONTRACT CHANGES
4.1 Changes to the Project contract will be documented by change order in
accordance with the STATE Construction Manual.
4.2 The LOCAL AGENCY will make available to the STATE all change order
documentation related to the Project.
4.3 In order to not impede the tight work schedule of this Project, the STATE will not
pre- approve change orders, but it reserves the right to review all change orders as
the Project progresses and to require the LOCAL AGENCY to make changes, if
necessary, to meet STATE specifications and/or requirements. The LOCAL
AGENCY agrees to make STATE - directed changes.
5. ACCEPTANCE
5.1 Prior to STATE's acceptance of that portion of the Project within STATE right of
way, the STATE and LOCAL AGENCY will perform a joint final inspection.
The STATE agrees, upon satisfactory completion of the Project and receipt of a
Notice of Physical Completion of the Project portion located on the STATE's
right of way, as determined by the LOCAL AGENCY, to deliver a letter of
acceptance to the LOCAL AGENCY which shall include a release of the LOCAL
AGENCY from all future claims or demands of any nature resulting from the
performance of the Project portion located on the STATE's right of way, except
for latent construction or design defects.
5.2 If a letter of acceptance is not received by the LOCAL AGENCY for that portion
of the Project located within STATE right of way within ninety (90) calendar
days following delivery of a Notice of Physical Completion of the Project to the
STATE, the Project portion located on the STATE's right of way shall be
considered accepted by the STATE, except for latent construction or design
defects.
5.3 The STATE may withhold its acceptance of the Project for that portion of the
Project within STATE right of way by submitting written notification to the
LOCAL AGENCY within fifteen (15) calendar days following delivery of a
Notice of Physical Completion of the Project. This notification shall include the
reason(s) for withholding acceptance.
6. PAYMENT
6.1 The STATE will be responsible for paying a one time, Lump Sum amount of One
Hundred Thousand Dollars ($100,000.00), representing the benefits received by
the STATE as a result of the Project. The LOCAL AGENCY will be solely
responsible for all actual direct and related indirect costs of the Project, including
the payment of all contractor and subcontractor costs, without liability to the
STATE.
6.2 The LOCAL AGENCY shall provide an invoice supported by a detailed summary
of costs incurred to the STATE for the Project work performed by the LOCAL
AGENCY and its contractor. The STATE agrees to make a one time, Lump Sum
payment of $100,000 dollars upon satisfactory.completion of the Project work and
receipt of the invoice and detailed summary of work performed and costs
incurred, but no sooner than July 1, 2011. The payment will not constitute
agreement as to the appropriateness of any item.
7. RIGHT OF ENTRY
7.1 The STATE hereby grants to the LOCAL AGENCY and its authorized agents,
contractors, subcontractors, and employees, a right of entry upon all land in which
the STATE has an interest for the purpose of constructing the Project.
7.2 The LOCAL AGENCY hereby grants to the STATE a right of entry upon all land
in which the LOCAL AGENCY has an interest for the purpose of inspection and
acceptance of the Project
8. CLAIMS
8.1 Claims for Damages After Project acceptance, in the event of claims for
damages or loss attributable to bodily injury, sickness, death, or injury to or
destruction of property that occurs within the limits of the Project located on the
STATE's right of way, the STATE shall defend such claims and hold harmless
the LOCAL AGENCY there from, and the LOCAL AGENCY shall not be
obligated to pay any claim, judgment or cost of defense. Nothing in this Section,
however, shall remove from the LOCAL AGENCY any responsibility defined by
the current laws of the state of Washington or from any liability for damages
caused by the LOCAL AGENCY's own negligent acts or omissions independent
of the Project work performed pursuant to this Agreement.
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9. OWNERSHIP, OPERATION, AND MAINTENANCE
9.1 Upon acceptance of the Project portion located on the STATE's right of way as
provided in Section 5, the STATE shall be the sole owner of that portion of the
Project located within the STATE's right of way, and the STATE shall be solely
responsible for ownership and all future operation and maintenance of the Project
portion located. on the STATE's right of way at its sole cost, without expense,
cost, or liability to the LOCAL AGENCY.
10. GENERAL PROVISIONS
10.1 Amendment This Agreement 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.
10.2 Termination
10.2.1 The LOCAL AGENCY may only terminate this Agreement prior to any
construction beginning by providing the STATE with thirty (30) calendar day's
prior written notice.
10.2.2 Any termination of this Agreement shall not prejudice any rights or
obligations accrued to the Parties prior to termination.
10.3 Independent contractor The LOCAL AGENCY shall be deemed an independent
contractor for all purposes, and the employees of the LOCAL AGENCY or any of
its contractors, subcontractors, consultants, and the employees thereof, shall not in
any manner be deemed to be employees of the STATE.
10.4 Indemnification: The Parties shall protect, defend, indemnify, and hold harmless
each other and their employees, authorized agents, and/or contractors, while
acting within the scope of their employment as such, from any and all costs,
claims, judgments, and/or awards of damages (both to persons and/or property),
arising out of, or in any way resulting from, each Parry's obligations to be
performed pursuant to the provisions of this Agreement. The Parties shall not be
required to indemnify, defend, or hold harmless the other Party if the claim, suit,
or action for injuries, death, or damages (both to persons and/or property) is
caused by the negligence of the other Party; provided that, if such claims, suits, or
actions result from the concurrent negligence of (a) the LOCAL AGENCY, its
employees, authorized agents, or contractors and (b) the STATE, its employees
or authorized agents, or involves those actions covered by RCW 4.24.115, the
indemnity provisions provided herein shall be valid and enforceable only to the
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extent of the negligence of each Party, its employees, authorized agents, and/or
contractors.
10.5 The LOCAL AGENCY agrees that its obligations under this section extend to any
claim, demand and/or cause of action brought by, or on behalf of, any of its
employees or agents while performing work while located on state -owned right of
way pursuant to the terms of this Agreement. For this purpose, the LOCAL
AGENCY, by mutual negotiation, hereby waives with respect to the STATE only,
any immunity that would otherwise be available to it against such claims under
the Industrial Insurance provisions chapter 51.12 RCW.
10.6 Survivability Sections 10.4 and 10.5 shall survive the termination of this
Agreement.
10.7 Disputes In the event that a dispute arises under this Agreement, it shall be
resolved as follows: The STATE and the LOCAL AGENCY shall each appoint a
member to a disputes board, these two members shall select a third board member
not affiliated with either Parry. The three- member board shall conduct a dispute
resolution hearing that shall be informal and unrecorded. An attempt at such
dispute resolution in compliance with aforesaid process shall be a prerequisite to
the filing of any litigation concerning the dispute. The Parties shall equally share
in the cost of the third disputes board member; however, each Parry shall be
responsible for its own costs and fees.
10.7 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 Thurston County
Superior Court. Further, the Parties agree that each will be solely responsible for
payment of its own attorneys' fees, witness fees, and costs.
10.8 Audits/Records All Project records for the Project in support of all costs incurred
shall be maintained by the LOCAL AGENCY for a period of six (6) years. The
STATE shall have full access to and right to examine said records, during normal
business hours and as often as it deems - necessary. Should the STATE require
copies of any records, it agrees to pay the costs thereof. The Parties agree that the
Project work performed herein is subject to audit by either or both Parties and/or
their designated representatives, and/or state of Washington and/or the federal
government.
10.9 Term of Agreement Unless otherwise provided herein, the term of this
Agreement shall commence as of the date this Agreement is fully executed and
shall continue until the Project is accepted by the STATE pursuant to Section 5,
or as otherwise provided herein, and all obligations for payment have been met.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement GCA 6706
as of the Party's date signed last below.
LOCAL AGENCY
M .
THE STATE OF WASHINGTON
DEPARTMENT OF TRANSPORTATION
By:
Title:
APPROVED AS TO ORM:
By:
City Attorne
Date: -
Att
tfy Clerk
Date:
Title: Keith A. Metcalf, P.E.
Regional Administrator
Date: G -o -I
APPROVED AS TO FORM:
By:
Assistant Attorney General
Date: 5 7 -/7-/t
VA
Date: 4zcle ;2
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