HomeMy WebLinkAboutCAG2020-267 - Original - King County Metro Transit Department - 2018 Regional Mobility Grant King County Metro Agreement - 08/24/2020ApprovalOriginator:Department:
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Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
DATE: August 18, 2020
TO: Kent City Council
SUBJECT: 2018 Regional Mobility Grant King County Metro Transit
Department Agreement - Authorize
MOTION: Authorize the Mayor to sign a funding agreement with the King
County Metro Transit Department to design and construct RapidRide I bus
stops and access to transit improvements with Regional Mobility Grant
program funding, for the amount of $8,000,000 for the RapidRide I project,
subject to final terms and conditions acceptable to the City Attorney and
the Public Works Director.
SUMMARY: In Spring 2018, the City of Kent in coordination with King County
Metro submitted a grant application to the Washington State Department of
Transportation (WSDOT) Regional Mobility Grant Program. The proposed project
included constructing RapidRide stations (bus stops) along the RapidRide I Line
route within the Kent city limits. The goal is to include the following amenities at
the new RapidRide I Line stations where technically feasible:
· RapidRide shelter, sitting area (including trash receptacle), ADA landing
pads, shelter/area lighting
· Off-board fare payment system
· Real-time information signs and bike parking/racks (will be provided where
warranted and feasible)
In addition, the grant proposal included pedestrian improvements including
sidewalks and new enhanced pedestrian and bicycle crossings within 1/2 mile of
any given stop/station.
The City was awarded $8 million, and King County is providing a match of $2.68
million. Two agreements need to be authorized prior to accessing the grant funds.
The first agreement is between WSDOT and the City of Kent and the second
agreement is between the City of Kent and the King Count Metro Transit
Department. The King County Metro Transit Department is responsible for designing
and constructing all improvements.
BUDGET IMPACT: None.
SUPPORTS STRATEGIC PLAN GOAL:
Evolving Infrastructure - Connecting people and places through strategic investments in physical
and technological infrastructure.
Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and
inviting parks and recreation.
Sustainable Services - Providing quality services through responsible financial management,
economic growth, and partnerships.
ATTACHMENTS:
1. RAPIDRIDE I LINE FUNDING AGREEMENT between the City of Kent and King
County Metro Transit Department (PDF)
08/11/20 Committee of the Whole RECOMMENDED TO
COUNCIL BY CONSENSUS
RESULT: RECOMMENDED TO COUNCIL BY CONSENSUS
Next: 8/18/2020 7:00 PM
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RAPIDRIDE I LINE FUNDING AGREEMENT
Between the City of Kent and King County
Page 1 of 22
RAPIDRIDE I LINE FUNDING AGREEMENT
City of Kent
and
King County Metro Transit Department
THIS RAPIDRIDE I LINE FUNDING AGREEMENT (the “Agreement”) is made and entered into by
and between the City of Kent, a Washington municipal corporation (the “City”) and King County, a
political subdivision of the State of Washington, through its Metro Transit Department (“Metro” or the
“County”), either of which entity may be referred to hereinafter individually as “Party” or collectively as
the “Parties.”
WHEREAS, in November 2016, the King County Council (“County Council”) adopted the 2017-2018
Biennial Budget via Ordinance 18409, subject to the provisions set forth in the ordinance; and
WHEREAS, Ordinance 18409, Section 132, contained two budget provisos, Proviso P4 and Proviso P5,
requiring the King County Executive to transmit reports to the Council describing the process for
implementing new RapidRide lines funded by the Metro Connects RapidRide Expansion project (capital
project 1129747) and the Move Seattle RapidRide Expansion project (capital project 1129632); and
WHEREAS, the required reports described the process for implementing new RapidRide lines,
identified the appropriation ordinances, ordinances establishing RapidRide lines, service change
ordinances and ordinances approving interlocal agreements anticipated to be required for the proposed
new RapidRide lines, and, to the extent possible, identified estimated timelines for consideration and
enactment of the identified ordinances; and
WHEREAS, on September 9, 2017, the County Council passed Motion 14955 approving the Proviso P4
report addressing implementation of new RapidRide lines for the Move Seattle RapidRide Expansion
project and Motion 14956 approving the Proviso P5 report addressing implementation of new
RapidRide lines for the Metro Connects RapidRide Expansion project; and
WHEREAS, consistent with the vision established in the Metro Connects long-range transit system
development plan, adopted by the County Council in January 2017 via Ordinance 18449, both reports
identify RapidRide system expansion as a key element of Metro’s plan for an extensive network of
frequent service throughout King County; and
WHEREAS, in accordance with Motion 14955 and Motion 14956, the County has identified a corridor
running from the City of Auburn to downtown Renton to be one of the new RapidRide routes and has
designated the proposed route as the new I Line; and
WHEREAS, the segment of the RapidRide I Line within the City is the subject of this Agreement and
will not affect the other segments of the I Line in the cities of Auburn and Renton; and
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WHEREAS, building on the success of the existing RapidRide lines, the RapidRide I Line will be one of
the first of up to twenty (20) proposed new RapidRide lines to be developed; and
WHEREAS, the key elements of existing RapidRide service 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 new generation of RapidRide lines, including the I Line, will continue to feature state-
of-the-art innovations and roadway improvements to keep buses running on time, including well-spaced
stops; roadway improvements; on-board WIFI; large, well-lit shelters; real-time bus arrival signs;
efficient off-board ORCA card readers; all-door passenger boarding capabilities; and a variety of ITS
systems to improve the speed, frequency and reliability of transit service; and
WHEREAS, the City has received a Washington State Department of Transportation (“WSDOT”)
Regional Mobility Program Grant in the amount of $8,000,000 (the “WSDOT Grant”), as reflected in
Construction Grant Agreement No. PTD0171 to be executed between WSDOT and the City (the
“WSDOT Grant Agreement”); and
WHEREAS, the WSDOT Grant has a project scope covering the design, construction, acquisition,
and/or improvements of capital facilities and infrastructure that will facilitate the implementation of the
RapidRide I Line within Kent city limits (the “Project”); and
WHEREAS, the Parties have determined that the County will design and construct all Project
improvements necessary for the implementation of the RapidRide I Line in Kent; and
WHEREAS, the Parties have agreed that sub-granting the WSDOT Grant from the City to the County
through this Agreement will further the objective of the County designing and constructing the Project;
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
by both Parties, the Parties agree as follows:
1. PURPOSE OF AGREEMENT
1.1 The purpose of this Agreement is to establish the roles and responsibilities of the Parties
regarding financing, designing and constructing the Project. The County will be responsible for
the design and construction of all RapidRide I Line improvements outside Kent city limits in
coordination with the Cities of Auburn and Renton under separate agreements.
1.2 The County will be responsible for designing and constructing Project improvements as
described more fully in Section 2 of this Agreement.
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1.3 The City will provide review of the Project plans developed by the County and sub-grant funds
to the County out of the WSDOT Grant.
1.4 The Parties understand, acknowledge and agree that the final RapidRide I Line route alignment
has been set by legislative approval by ordinance by the County Council.
2. COUNTY RESPONSIBILITIES FOR THE PROJECT
2.1 The County will be responsible for administering all work activities required to design, permit,
construct, and inspect the Project from a ten percent (10%) concept level through one hundred
percent (100%) design, and from initiation of construction to completion and closeout.
2.2 The County will submit to the City thirty percent (30%), sixty percent (60%) and ninety percent
(90%) design plans for the City's review before initiating Project construction. The County will
utilize the City’s Pre-application meeting process to submit and receive comments for the 30%
design plans. The City will utilize the City’s standard Civil Construction permit review process
beginning with the 60% plans. The County will submit the plans via the process outlined on the
https://www.kentwa.gov/doing-business/permit-center website. The City will have the
opportunity to review and provide written comments on the plans. The City agrees to provide
comments in a timely manner. If the County does not agree with City comments, and staff are
unable to resolve the issues, the Parties agree they will utilize the dispute resolution process set
forth in Section 7 of this Agreement.
2.3 The County will execute and manage the contract(s) for construction of the Project and will be
responsible for inspection of the work performed by its contractor(s). The County will be
responsible for the administration of all contracts it enters into for the performance of its
responsibilities under this Agreement.
2.4 A list of the improvements, by type, to be constructed for the Project, where technically feasible,
is set forth in Exhibit A (Project Scope of Work) to this Agreement, which is attached hereto and
incorporated into the Agreement by this reference.
2.5 The County will ensure that its contractors and all subcontractors employed on the Project will
comply with all prevailing wage laws applicable to the Project. The County will further ensure
that any of its contractors performing work on the Project promptly pay subcontractors in
accordance with all applicable laws.
2.6 The County will invoice the City for eligible Project costs in accordance with Section 5 (Project
Budget and Payment) of this Agreement.
2.7 The County will provide the City with a Project progress report on a quarterly basis sufficient for
the City to comply with WSDOT Grant reporting requirements.
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2.8 The County will administer the Project in accordance with all laws, rules and regulations
applicable to the WSDOT Grant.
2.9 The County will retain all records and materials pertaining to this Agreement, including financial
records, in accordance with Section 15 (Records Retention and Audit) of this Agreement.
2.10 The County will pay all City permit fees.
3. CITY RESPONSIBILITIES FOR THE PROJECT
3.1 The City will provide timely review and written comments to the County’s Project design plans
at all levels of design. If the County does not agree with City comments, and staff are unable to
resolve the issues, the Parties agree they will utilize the dispute resolution process set forth in
Section 7 of this Agreement.
3.2. The City will use its best efforts to issue permits for Project Improvements in a timely manner to
help keep the Project on schedule.
3.3 The City will pay the County within thirty (30) calendar days of receiving a payment from
WSDOT for eligible Project expenses in accordance with Section 5 of this Agreement.
3.4 The City will administer the WSDOT Grant and be responsible for all reporting and billing to
WSDOT.
3.5 The City will retain all records and materials pertaining to this Agreement, including financial
records, in accordance with Section 15 (Records Retention and Audit) of this Agreement.
3.6 The City will inspect all Project elements that the City will have maintenance responsibility and
ownership.
3.7 The City will perform a final punch list walk thru after substantial completion.
4. PROJECT FUND SOURCES AND GRANT MANAGEMENT
The City is the Direct Recipient of the WSDOT Grant for the Project. As the Direct Recipient, the City
will sub-grant the WSDOT Grant funds to the County, and both Parties will be responsible for
compliance with the laws, rules and regulations governing the WSDOT Grant as applicable. The County
will provide the City with information to submit in its quarterly progress reports and annual performance
reports in accordance with WSDOT Grant requirements. The City is responsible for submitting to
WSDOT the quarterly progress reports and monthly billings for the WSDOT Grant. The Parties agree
that the WSDOT Grant will be fully utilized to fund costs associated with RapidRide I Line elements
and transit-supportive improvements for the Project as identified in Exhibit A (Project Scope of Work)
to this Agreement. Should WSDOT or the Washington State Legislature withdraw a portion of the
WSDOT Grant from the Project, the Parties agree to identify scope reductions commensurate with the
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amount of funds withdrawn. Any disputes regarding scope reductions will be resolved utilizing the
dispute resolution process set forth in Section 7.
5. PROJECT BUDGET AND PAYMENT
5.1 The City will reimburse the County for the actual cost of work performed pursuant to this
Agreement as identified in the Project Scope of Work set forth in Exhibit A to this Agreement
and only for the cost of work incurred within the Term of Project identified by the WSDOT
Grant (July 1, 2019 through June 30, 2023) identified in the WSDOT Grant Agreement;
provided, that if WSDOT Grant funds become unavailable the County may terminate the
Agreement in accordance with Subsection 9.2 of the Agreement.) The County shall submit
monthly invoice(s) to the City detailing expenses, current activities, and deliverables completed.
The invoices shall be submitted to the City within thirty (30) days of each month’s end. The
County will provide financial information for the last invoice for work performed and billed to
the WSDOT Grant by July 5, 2023 to enable the City to accrue the billing with WSDOT. The
City shall review the invoices and submit to WSDOT within thirty (30) calendar days of
receiving from the County. The City will prepare and submit the final billing on the WSDOT
Grant within thirty (30) calendar days after the end of the quarter ending June 30, 2021. The
City shall pay the County within thirty (30) calendar days of the City receiving funds from
WSDOT. Upon expiration of the Agreement, any claim for payment not already made shall be
submitted within thirty (30) calendar days after expiration of the Agreement. In no event shall
the total reimbursement to the County for work performed pursuant to this Agreement exceed
$8,000,000 (the “Reimbursement Cap”).
5.2 In the event that it is determined that the City has overpaid the County for any reason, the City
will bill the County for the amount of overpayment. Subject to the provisions of Section 7 of the
Agreement, the County shall pay the City within thirty (30) days of receipt of an invoice for
overpayment.
5.3 The County will be responsible for compliance with all applicable laws, rules, regulations and
grant requirements associated with the expenditure of WSDOT Grant funds. Should WSDOT
require the City to repay any WSDOT Grant funds as a result of the County’s violation of any
applicable laws, rules, regulations or grant requirements governing the expenditure of the
WSDOT Grant funds, the City will be responsible for repayment to WSDOT and the County will
reimburse the City the amount of the repayment attributable to the County’s violation of the
applicable laws, rules, regulations or grant requirements within thirty (30) calendar days after the
City has requested reimbursement.
5.4 The County must notify the City within thirty (30) calendar days of the County becoming aware
that the Project costs which it expects to incur will exceed or be less than the amount identified
as “Total Project Cost” identified in Exhibit B (WSDOT Construction Grant Agreement
(Construction Grant Agreement No. PTD0171)) in the WSDOT Grant Agreement, which is
attached as Exhibit B and incorporated into this Agreement by this reference.
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6. SUBCONTRACTS
This Agreement is subject to the requirements of the WSDOT Grant. The City, as the Direct Recipient,
has agreed to include Sections 4; 12–26; 30; and 33–34 of the WSDOT Grant Agreement in each sub-
grant and in all Project-related contracts it enters into for the employment of any individuals,
procurement of any incidental goods or supplies, or the performance of any Project work to be
accomplished with WSDOT Grant funds. The City further agreed that Sections 4; 12–26; 30; and 33–34
of the WSDOT Grant Agreement shall not be modified in any such subcontract, except to identify the
subgrantee or other person or entity that will be subject to its provisions. As a subgrantee of the City,
the County agrees to comply with Sections 4; 12–26; 30; and 33–34 of the WSDOT Grant Agreement,
which are set forth as Exhibit C to the Agreement, which is attached hereto and incorporated herein by
this reference, and to include the terms of Sections 4; 12–26; 30; and 33–34 of the WSDOT Grant
Agreement in any contract it enters into pursuant to this Agreement for any work to be accomplished
with WSDOT Grant funds, and to ensure that all subcontractors comply with the requirements of
Sections 4; 12–26; 30; and 33–34 of the WSDOT Grant Agreement when performing work pursuant to
this Agreement with WSDOT Grant funds.
7. DISPUTE RESOLUTION PROCESS
7.1 Designated Dispute Resolution Representatives. The following individuals are the
Designated Representatives for the purpose of resolving disputes that arise under this
Agreement:
For the County: Liz Krenzel, Metro Capital Project Delivery Section Manager
201 South Jackson Street, KSC-TR-0412
Seattle, WA 98104
(206) 477-5965
Liz.Krenzel@kingcounty.gov
For the City of Kent: Chad Bieren, Deputy Director/City Engineer
400 West Gowe Street
Kent, WA 98032
(253) 856-5534
cbieren@KentWA.gov
7.2 The County representative and the City representative shall confer to resolve disputes that arise
under this Agreement as requested by either Party. The designated representatives shall use their
best efforts and exercise good faith to resolve such disputes.
7.3 In the event the Designated Representatives are unable to resolve the dispute, the Director of the
City’s Public Works Department and the County Metro Transit Department Capital Division
Director shall confer and exercise good faith to resolve the dispute.
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7.4 In the event the Director of Public Works and the County Metro Transit Department Capital
Division Director are unable to resolve the dispute, the Parties may, if mutually agreed in
writing, submit the matter to non-binding mediation. The Parties shall then seek to mutually
agree upon the mediation process, who shall serve as the mediator, and the time frame the Parties
are willing to discuss the disputed issue(s).
7.5 If the Parties cannot reach an agreement through mediation, then either Party may institute a
legal action in the King County Superior Court, situated in Seattle, Washington, unless another
venue is mutually agreed to in writing.
7.6 The Parties agree that they shall have no right to seek relief in a court of law until and unless
each of the above procedural steps has been exhausted.
8. OWNERSHIP AND MAINTENANCE OF COMPLETED IMPROVEMENTS
8.1 The City and the County will own their respective assets created by the Project. Responsibility
for operation and maintenance of those assets will be provided for in a separate Operations and
Maintenance Agreement for the Project that will be negotiated in good faith between the Parties.
8.2 The Parties agree that City ownership of any assets that are built by the construction contract
administered by the County as part of the Project will transfer to City ownership upon final
inspection and acceptance by the City.
8.3 The City agrees that it will operate and maintain the assets it owns that were constructed as part
of the Project for the useful life of each asset. Should the City wish to alter, remove, rebuild or
otherwise change any of these assets before the end of their useful life, the City must first consult
with the County to detail the change and work with the County to ensure the change will not
impact operation of the RapidRide I Line. If the City initiates the change, the City will be
responsible for repayment of any WSDOT Grant funds required by WSDOT.
8.4 The County agrees that it will operate and maintain the assets it owns that were constructed as
part of the Project for the useful life of each asset. Should the County wish to alter, remove,
rebuild or otherwise change any of these assets before the end of their useful life, the County
must first consult with the City to detail the change and work with the City on permitting for the
change. Subject to Subsection 8.5 of this Agreement, should the change initiated by the County
affect an asset prior to the end of its useful life, the County will be responsible for reimbursing
the City for any repayment of WSDOT Grant funds required from the City by WSDOT.
8.5 Should the Parties agree that removal, alteration, reconstruction or other change to one or more
of the constructed assets would benefit RapidRide I Line operations, the Parties will negotiate in
good faith the costs to be paid by each Party and the amount of WSDOT Grant funds that each
Party will repay to WSDOT if any such repayment is required by WSDOT.
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9. TERMINATION
9.1 Termination for Cause. If either Party does not materially fulfill in a timely and proper manner
its obligations under this Agreement, or if either Party materially violates any of these terms and
conditions, the aggrieved Party may give the other Party written notice of such material failure or
violation. Upon such notice, the responsible Party will be given the opportunity to initiate a
correction of the violation or failure within thirty (30) calendar days, or such longer period as
determined by the aggrieved Party in consultation with the other Party. If a material failure or
violation is not corrected within thirty (30) calendar days or other agreed upon time period, this
Agreement may be terminated immediately by written notice of the aggrieved Party to the other.
9.2 Termination for Non-Appropriation or Loss of Grant Funding
9.2.1 In addition to termination for cause as provided for in Subsection 9.1, either Party may terminate
this Agreement for non-appropriation or loss of the WSDOT Grant funding upon thirty (30)
calendar days' written notice to the other Party.
9.2.2 The County may terminate this Agreement for dis-appropriation of Project funding by the
County Council upon thirty (30) calendar days’ written notice to the City. In the event of
termination by the County under this Subsection 9.2.2, the County will repay the City for any
cost accrued that are not reimbursed by WSDOT.
10. LEGAL RELATIONS
10.1 No Third Party Beneficiaries. It is understood that this Agreement is solely for the benefit of the
Parties hereto and gives no right to any other person or entity.
10.2 No Partnership or Joint Venture. No joint venture, agent-principal relationship or partnership is
formed as a result of this Agreement.
10.3 Assignment. Neither this Agreement, nor any interest herein, may be assigned by either Party
without the prior written consent of the other Party.
10.4 Independent Capacity. The employees or agents of each Party who are engaged in the
performance of this Agreement shall continue 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.
10.5 Applicable Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Washington.
10.6 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.
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10.7 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, and the language in all parts of this Agreement shall, in all cases, be construed according
to its fair meaning and not strictly for or against either Party.
10.8 Survival. Each of the provisions of this Section 10 (Legal Relations) shall survive the expiration
or any earlier termination of this Agreement.
11. FORCE MAJEURE
Either Party to this Agreement shall be excused from performance of its responsibilities and obligations
under this Agreement, and shall not be liable for damages due to failure to perform, during the time and
to the extent that it is prevented from performing by a cause directly or indirectly beyond its control,
including, but not limited to: late delivery or nonperformance by vendors of materials or supplies; any
incidence of fire, flood, snow, earthquake, or acts of nature; strikes or labor actions; accidents, riots,
insurrection, terrorism, or acts of war; order of any court or civil authority; commandeering material,
products, or facilities by the federal, state or local government; or national fuel shortage; when
satisfactory evidence of such cause is presented to the other Party to this Agreement, and provided that
such non-performance is beyond the control and is not due to the fault or negligence of the Party not
performing.
12. INDEMNIFICATION
Both Parties shall protect, defend, indemnify and save harmless each other, their respective officials,
employees, and agents while acting within the scope of their employment as such, from and against any
and all claims, damages, injuries, liabilities, actions, fines, penalties, judgments, costs and expenses
(including reasonable attorney fees) , arising out of or in any way resulting from either Party’s negligent
acts or omissions related to their obligations under this Agreement or the exercise of a Party’s rights and
privileges under this Agreement. The Parties agree that they are fully responsible for the acts and
omissions of their own contractors, subcontractors, employees, and agents, acting within the scope of
their employment as such, as they are for the acts and omissions of its own employees and agents. In the
event any such liability arises from the concurrent negligence of the indemnifying party and the other
party the indemnity obligation of this section shall apply only to the extent of the negligence of the
indemnifying party and its actors. The Parties agree that their obligations under this provision extend to
any claim, demand, and/or cause of action brought by or on behalf of any of their employees or agents.
The foregoing indemnity is specifically and expressly intended to constitute a waiver of both Parties
immunity under Washington’s Industrial Insurance Act, RCW Title 51, as respects the Parties only, and
only to the extent necessary to provide the Parties, their officers, employees, and agents with a full and
complete indemnity of claims made by the Parties employees. The Parties acknowledge that these
provisions were specifically negotiated and agreed upon by them. The provisions of this Section 12 shall
survive the expiration or any earlier termination of this Agreement.
13. INSURANCE
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13.1 King County maintains a fully funded Self-Insurance program for the protection and handling of
its liabilities including injuries to persons and damage to property. King County does not
purchase Commercial Liability insurance and is a self-insured governmental entity; therefore,
King County does not have the ability to name an entity as an additional insured.
13.2 The County will require all of its contractors and subcontractors to purchase and maintain
reasonably appropriate insurance coverage for the protection of the County and the Cit y. The
County will require its contractors and subcontractors to include the County and the City as
additional insured on all liability policies (excluding Professional Liability, Errors and
Omissions).
14. WAIVER
A failure by either Party to exercise its rights under this Agreement shall not preclude that Party from
subsequent exercise of such rights and shall not constitute a waiver of any other rights under this
Agreement unless stated to be such in a writing signed by an authorized representative of the Party and
attached to the original Agreement.
15. RECORDS RETENTION AND AUDIT
During the progress of the work and for a period of not less than six (6) years from the date of final
payment by the County, the City will keep available for inspection and audit by the County and the
federal government the records pertaining to the Agreement and accounting. Project closeout does not
alter these record-keeping requirements. Copies of all records, documents or other data pertaining to
performance of the Agreement will be furnished upon request. If any litigation, claim or audit is
commenced related to performance of the Agreement, the records along with supporting documentation
will be retained until all litigation, claims and/or audit findings have been resolved even though such
litigation, claim or audit continues past the six-year retention period.
All Agreement costs must be documented including copies of invoices and time sheets showing hours
worked and rates, or financial system expense reports documenting these items.
The County, the U.S. Department of Transportation, the FTA, the State Auditor, and the Inspector
General and any of their duly authorized representatives will have full access to and right to examine,
during normal business hours, all City records with respect to all matters covered by this Agreement.
Such representatives will be permitted to audit, examine and make excerpts or transcripts from such
records, and other matters covered by this Agreement.
During the term of the Project and for six (6) years thereafter, the County will retain intact and provide
any data, documents, reports, records, contracts, and supporting materials relating to the Project as
WSDOT may reasonably request. Project closeout does not alter these record-keeping requirements.
Should an audit, enforcement, or litigation process be commenced, but not completed, during the
aforementioned six (6) year period then the County’s obligations hereunder shall be extended until the
conclusion of the pending audit, enforcement, or litigation.
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16. SEVERABILITY
If any provision of this Agreement or any provision of any document incorporated by reference shall be
held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given
effect without the invalid provision, if such remainder conforms to the requirements of applicable law
and the fundamental purpose of this Agreement, and to this end the provisions of this Agreement are
declared to be severable.
17. AMENDMENTS
This Agreement may be changed, modified, or amended only by written agreement executed by
authorized representatives of both Parties.
18. REPRESENTATION ON AUTHORITY OF SIGNATORIES
The signatories to this Agreement represent that they have the authority to bind their respective
organizations to this Agreement.
19. ALL TERMS AND CONDITIONS
This Agreement contains all the terms and conditions agreed upon by the Parties. No other
understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to
exist or to bind any of the Parties hereto.
20. CONTRACT MANAGEMENT
20.1 Notice. Any notice or communication required or permitted to be given pursuant to this
Agreement shall be in writing or email. The contact information identified in Subsection 20.2
may be updated by either Party for their agency only and shall be submitted in writing or
electronic mail to the other Party. Any update to the Contract Managers identified in Subsection
20.2 shall state the effective date of said update.
20.2 Contact Person and Contact Information. The contact persons for the management and
administration of this Agreement are as follows:
Contract
Manager
City of Kent King County
Contact
Name
Rob Brown Greg McKnight
Title Transportation Engineering Manager
City of Kent
Program/Project Manager III
King County
Address 400 West Gowe Street 201 South Jackson Street
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Kent, WA 98032 M/S KSC-TR-0426
Seattle, WA 98104
Telephone (206) 475-4945 (206)-477-0344
E-Mail RBrown@KentWA.gov gmcknight@kingcounty.gov
20.EFFECTIVE DATE AND TERM OF AGREEMENT
This Agreement shall be effective upon the date that it is signed by both Parties (the “Effective Date”),
and shall remain in effect through June 30, 2023, unless earlier terminated in accordance with Section 9
of the Agreement.
21.EXECUTION OF AGREEMENT
This Agreement may be executed in multiple counterparts, any one of which shall be regarded for all
purposes as an original.
IN WITNESS THEREOF the Parties hereto have executed this Agreement by duly authorized
representatives on the dates shown below their respective signatures.
KING COUNTY CITY OF KENT
By: ______________________________ By: _________________________
Terry White, Interim General Manager Dana Ralph, Mayor
Metro Transit Department City of Kent
Date: ____________________________ Date: _____________________________
Exhibit A – PROJECT SCOPE OF WORK
Exhibit B – WSDOT GRANT AGREEMENT (Construction Grant Agreement No. PTD0171)
Exhibit C – WSDOT GRANT REQUIREMENTS
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EXHIBIT A
PROJECT SCOPE OF WORK
It is anticipated that the RapidRide I Line will consolidate and replace existing Metro Routes 169 and
180. This Project will construct new RapidRide passenger facilities along the upcoming RapidRide I
Line within Kent city limits. In addition, the Project will construct pedestrian and bike facilities leading
to these new facilities. Details of the Project improvements are set forth below.
The Project will construct 32 RapidRide stations (bus stops) along the RapidRide I Line route within the
Kent city limits. The goal is to include the following amenities at the new RapidRide I Line stations
where technically feasible:
•RapidRide shelter, sitting area (including trash receptacle), ADA landing pads, shelter/area lighting
•Off-board fare payment system
•Real-time information signs and bike parking/racks (will be provided where warranted and feasible)
•Construct up to 1,250 linear feet of sidewalk along the corridor to provide enhanced pedestrian
connectivity to the constructed RapidRide stations. Sidewalk improvements will be within 1/2 mile of
any given stop/station.
•Construct up to two (2) enhanced pedestrian and bike crossings along the corridor to support the
constructed stations.
List of Project Assets
ASSET TYPE ASSET ASSET OWNER
Passenger Facilities
RapidRide station areas assets: shelters, sitting area, trash
receptacle, shelter/area lighting, off-board fare payment
system, real-time information signs, bike parking/racks.
Metro
Access to Transit Enhanced pedestrian and bike crossing infrastructure;
roadway and sidewalk improvements.
Kent
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EXHIBIT B
WSDOT CONSTRUCTION GRANT AGREEMENT (Construction Grant Agreement No.
PTD0171)
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EXHIBIT C
WSDOT GRANT REQUIREMENTS
Section 4
General Compliance Assurance
The CONTRACTOR agrees to comply with all instructions as prescribed in the Regional Mobility Grants Program
Guidebook, and any amendments thereto, found at https://www.wsdot.wa.gov/transit/grants/manage#Regional%20Mobility,
which by this reference is incorporated herein as if fully set forth in this AGREEMENT. The CONTRACTOR agrees that
WSDOT, and/or any authorized WSDOT representative, shall have not only the right to monitor the compliance of the
CONTRACTOR with respect to the provisions of this AGREEMENT but also have the right to seek judicial enforcement
with regard to any matter arising under this AGREEMENT.
Section 12
Assignments, Subcontracts, and Leases
A. Unless otherwise authorized in advance in writing by WSDOT, the CONTRACTOR shall not assign any completed
Project facilities and/or infrastructure under this AGREEMENT, or execute any contract, amendment, or change
order thereto, or obligate itself in any manner with any third party with respect to its rights and responsibilities under
this AGREEMENT or lease or lend the Project or any part thereof to be used by anyone not under the
CONTRACTOR’s direct supervision.
B. The CONTRACTOR agrees to include Section 4, Sections 12 through 26 and Section 30, Section 33 and Section 34
of this AGREEMENT in each subcontract and in all contracts it enters into for the employment of any individuals,
procurement of any incidental goods or supplies, or the performance of any work to be accomplished under this
AGREEMENT. It is further agreed that those clauses shall not be modified in any such subcontract, except to
identify the subcontractor or other person or entity that will be subject to its provisions. In addition, the following
provision shall be included in any advertisement or invitation to bid for any procurement by the CONTRACTOR
under this AGREEMENT:
Statement of Financial Assistance:
“This AGREEMENT is subject to the appropriations of the State of Washington.”
Section 13
Reports and Project Use
A. The CONTRACTOR agrees that the Project shall be used for the provision of transportation services within the area
indicated in Section 1 – SCOPE OF WORK AND BUDGET for the term of the Project’s plus four years after the
project is complete, as set forth in WSDOT’s Regional Mobility Grants Program Guidebook, and any amendments
thereto. The CONTRACTOR further agrees that it will not use or permit the use of the Project in a negligent
manner or in violation of any law, or so as to avoid any insurance covering the same, or permit the Project to
become subject to any lien, charge, or encumbrance. Should the CONTRACTOR unreasonably del ay or fail to use
the Project during the project term and reporting period, the CONTRACTOR agrees that it may be required to
refund up to the entire amount of the “State and/or Federal Funds” expended on the Project. The CONTRACTOR
shall immediately notify WSDOT when any Project facilities and/or infrastructure is withdrawn from Project use or
when the Project or any part thereof is used in a City of Kent PTD0171 Page 5 of 15 manner substantially different
from that identified in Section 1 – SCOPE OF WORK AND BUDGET. If the Project is permanently removed from
transportation services, the CONTRACTOR agrees to immediately notify WSDOT of its intentions regarding the
disposal of the Project or any part of the Project thereof.
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B. Reports. The CONTRACTOR shall submit quarterly reports to WSDOT for the Term of Project, regarding the
progress of the Project. If this is a Regional Mobility or Transit project (TIER), annual performance reports for four
calendar years after the project is operationally complete, as prescribed in WSDOT’s Regional Mobility Grants
Program Guidebook, and any amendments thereto, or as WSDOT may require, including, but not limited to, interim
and annual reports. The CONTRACTOR shall keep satisfactory written records with regard to the use of Project
and shall submit the following reports to, and in a form and at such times prescribed by WSDOT as set forth in
WSDOT’s Washington State Guide to Managing Your Public Transportation Grant, and/or WSDOT’s Regional
Mobility Grants Program Guidebook, and any subsequent amendments thereto: 1. A draft Performance
Measurement Plan (PMP) must be submitted to WSDOT before submitting the first reimbursement request. If the
contractor does not submit a PMP and is nonresponsive to requests from WSDOT for improvements and
information, the contractor may be deemed out of compliance. 2. An Annual Performance Report that includes a
summary of overall project performance and supporting data. 3. Reports describing the current usage of the Project
and other data which WSDOT may request from the CONTRACTOR by memos, e-mails or telephone requests. 4.
In the event any portion of the Project sustains disabling damage, the CONTRACTOR shall notify WSDOT
immediately after the occasion of the damage, including the circumstances thereof. 5. The CONTRACTOR shall
collect and submit to WSDOT, at such time as WSDOT may require, such financial statements, data, records,
contracts, and other documents related to the Project as may be deemed necessary by WSDOT.
C. Remedies for Misuse or Noncompliance. The CONTRACTOR shall not use the Project or any part thereof in a
manner different from that described in Section 1 – SCOPE OF WORK AND BUDGET, as set forth in Section 3 of
the AGREEMENT. If WSDOT determines that the Project has b een used in a manner different from Section 1 –
SCOPE OF WORK AND BUDGET, WSDOT may direct the CONTRACTOR to repay WSDOT the State funded
share of the “Project Costs.” WSDOT may also withhold payments should it determine that the CONTRACTOR
has failed to comply with any provision of this AGREEMENT.
Section 14
Maintenance of the Project
The CONTRACTOR shall make all necessary repairs and reasonably maintain the Project to assure it remains in good and
operational condition until the end of its useful life. The useful life of the constructed project is determined based on the
Architectural/Engineering requirements for each type of structure, materials used, industry standards, and other federal and/or
state standards and specifications. For Regional Mobility Projects, the useful life of a project is indicated in the “Financial
Plan Table” of the original Regional Mobility Grant Application. All service, materials, and repairs in connection with the
use and operation of the Project during its useful life shall be at the CONTRACTOR’s expense. CONTRACTORS who are
transit agencies must also have a Transit Asset Management Plan certified by WSDOT that details the transit agency’s plan
to maintain the Project. All other CONTRACTORS must submit a written Maintenance Plan to WSDOT for approval prior
to the occupation and/or operations of the Pro ject. The CONTRACTOR agrees, at a minimum, to maintain the Project and
service or replace parts at intervals recommended in the manuals and/or instructions provided by the subcontractors and/or
component manufacturers, or sooner if needed. The CONTRACTOR shall have the Project routinely inspect and make
arrangements for any appropriate service and repair under the manufacturer’s warranty. WSDOT shall not be liable for
repairs. The CONTRACTOR shall retain records of all maintenance and parts replacement City of Kent PTD0171 Page 6 of
15 performed on the Project in accordance with Section 22, Audits, Inspection, and Retention of Records. The
CONTRACTOR shall provide copies of such records to WSDOT, upon request.
Section 15
Compliance with State Design Standards
The CONTRACTOR agrees the Project design must comply with all Washington State Standard Specifications for Road,
Bridge, and Municipal Construction (www.wsdot.wa.gov/Publications/Manuals/M41 -10.htm), and any revisions thereto.
Projects that wish to use design standards that differ from state standards must submit a request to WSDOT’s Public
Transportation Division and obtain documented approval before design work commences.
Section 16
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No Obligation by the State Government
No contract between the CONTRACTOR and its subcontractors shall create any obligation or liability for WSDOT with
regard to this AGREEMENT without WSDOT’s specific written consent, notwithstanding its concurrence in, or approval of,
the award of any contract or subcontract or the solicitations thereof and the CONTRACTOR hereby agrees to include this
provision in all contracts it enters into for the design, acquisition, and construction of facilities and/or infrastructure r elated to
the Project, or the performance of any work to be accomplished under this AGREEMENT .
Section 17
Ethics
A. Relationships with Employees and Officers of WSDOT . The CONTRACTOR shall not extend any loan, gratuity or
gift of money in any form whatsoever to any employee or officer of WSDOT, nor shall the C ONTRACTOR rent or
purchase any Project equipment and materials from any employee or officer of WSDOT.
B. Employment of Former WSDOT Employees. The CONTRACTOR hereby warrants that it shall not engage on a
full, part-time, or other basis during the period of this AGREEMENT, any professional or technical personnel who
are, or have been, at any time during the period of this AGREEMENT, in the employ of WSDOT without written
consent of WSDOT.
Section 18
Compliance with Laws and Regulations
The CONTRACTOR agrees to abide by all applicable state and federal laws and regulations including but not limited to,
those concerning employment, equal opportunity employment, nondiscrimination assurances, project record keeping
necessary to evidence compliance with such federal and state laws and regulations, and retention of all such records. The
CONTRACTOR will adhere to all of the nondiscrimination provisions in Chapter 49.60 RCW. Except when a federal statute
or regulation pre-empts state or, local law, no provision of this AGREEMENT shall require the CONTRACTOR to observe
or enforce compliance with any provision, perform any other act, or do any other thing in contravention of state or local law .
Thus if any provision or compliance with any provision of this AGREEMENT violates state, or local law, or would require
the CONTRACTOR to violate state or local law, the CONTRACTOR agrees to notify WSDOT immediately in writing.
Should this occur, WSDOT and the CONTRACTOR agree to make appropriate arrangements to proceed with o r, if
necessary, expeditiously, terminate the Project.
Section 19
Labor Provisions
Labor Provisions/Overtime Requirements. No CONTRACTOR or subcontractor contracting for any part of the Project work
which may require or involve the employment of laborer s or mechanics shall require or permit any such laborer or mechanic
in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless
such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all
hours worked in excess of forty (40) hours in such workweek. CONTRACTOR will comply with Title 49 RCW, Labor
Regulations.
Section 20
Environmental Requirements and Archeological Preservation
The CONTRACTOR agrees to comply with all applicable requirements of chapter 43.21C RCW “State Environmental
Policy Act” (SEPA). The CONTRACTOR also agrees to comply with all applicable requirements of Executive Order 05 -05,
Archeological and Cultural Resources, for all capital construction projects or land acquisitions for the purpose of a capital
construction project, not undergoing Section 106 review under the National Historic Preservation Act of 1966 (Section 106).
Section 21 A.
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Section 21
Accounting Records
A. Project Accounts. The CONTRACTOR agrees to establish and maintain for the Project either a separate set of
accounts or separate accounts within the framework of an established accounting system that can be identified with
the Project. The CONTRACTOR agrees that all checks, payrolls, invoices, contracts, vouchers, orders, or other
accounting documents pertaining in whole or in part to the Project shall be clearly identified, readily accessible and
available to WSDOT upon request, and, to the extent feasible, kept separate from documents not pertaining to the
Project.
B Documentation of Project Costs and Program Income. The CONTRACTOR agrees to support all allowable costs
charged to the Project, including any approved services contributed by the CONTRACTOR or others, with properly
executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature and propriety of the
charges. The CONTRACTOR also agrees to maintain accurate records of all program income derived from
implementing the Project.
Section 22
Audits, Inspection, and Retention of Records
A. Submission of Proceedings, Contracts, Agreements, and Other Documents. During the term of the Project and for
six (6) years thereafter, the CONTRACTOR agrees to retain intact and to provide any data, documents, reports,
records, contracts, and supporting materials relating to the Project as WSDOT may require. Project closeout does
not alter these recording and record-keeping requirements. Should an audit, enforcement, or litigation process be
commenced, but not completed, during the aforementioned six -year period then the CONTRACTOR’s obligations
hereunder shall be extended until the conclusion of that pending audit, enforcement, or litigation process.
B. General Audit Requirements. The CONTRACTOR agrees to obtain any other audits required by WSDOT at
CONTRACTOR’s expense. Project closeout will not alter the CONTRACTOR’s audit responsibilities.
C. Inspection. The CONTRACTOR agrees to permit WSDOT and the State Auditor, or their authorized
representatives, to inspect all Project work materials, payrolls, and other data, and to audit the books, records, and
accounts of the CONTRACTOR and its subcontractors pertaining to the Project. The CONTRACTOR agrees to
require each third party to permit WSDOT, and the State Auditor or their duly authorized representatives, to inspect
all work, materials, payrolls, and other data and records involving that third party contract, and to audit the books,
records, and accounts involving that third party contract as it affects the Project.
Section 23
Permitting
The CONTRACTOR agrees to be solely responsible for all required Federal, State and/or local permitting as related to the
Project.
Section 24
Loss or Damage to the Project
A. The CONTRACTOR, at its own expense, shall cover any loss, theft, damage, or destruction of the Project’s
facilities, associated equipment and/or infrastructure using either of the following methods: 1. The CONTRACTOR
shall maintain property insurance for facilities, associated equipment and/or infrastructure adequate to cover the
value of the Project; the CONTRACTOR shall supply a copy of the Certificate of Insurance specifying such
coverage to WSDOT with the first request for reimbursement, and supply proo f of renewal annually thereafter; or 2.
The CONTRACTOR shall certify that it has self-insurance and provide a written certificate of self-insurance to
WSDOT with the first request for reimbursement, and annually thereafter. The CONTRACTOR will cover from i ts
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own resources the costs of repairing or replacing any Project facilities, associated equipment and/or infrastructure, if
it is stolen, damaged, or destroyed in any manner.
B. If the damage to the Project does not result in a total loss, payments for da mage shall be paid directly to the
CONTRACTOR. The CONTRACTOR shall, within thirty (30) days, either: 1. Devote all of the insurance proceeds
received to repair the Project and place it back in service, and the CONTRACTOR shall, at its own expense, pay a ny
portion of the cost of repair which is not covered by insurance; or 2. In the event the CONTRACTOR certified to
self- insurance, devote all funds necessary to repair the Project and place it back into service.
C. If the Project is a total loss, either by theft or damage, the insurance proceeds or equivalent shall be paid directly to
the CONTRACTOR and within fifteen (15) days the CONTRACTOR shall pay WSDOT its proportionate funded
share of such proceeds received. The CONTRACTOR shall within sixty (60) days of loss, theft, or damage, notify
WSDOT that it either: 1. Intends to replace the lost Project facilities, associated equipment and/or infrastructure; or
2. Does not intend to replace the lost Project facilities, associated equipment and/or infrastruct ure.
D, If the CONTRACTOR intends to replace the Project facilities, associated equipment and/or infrastructure then
WSDOT will reimburse the CONTRACTOR upon receipt of an approved invoice, funds up to the amount WSDOT
received in insurance proceeds.
E. Coverage, if obtained or provided by the CONTRACTOR in compliance with this section, shall not be deemed as
having relieved the CONTRACTOR of any liability in excess of such coverage as required by the limitation of
liability section of this AGREEMENT, or otherwise.
Section 25
Liens on the Project
WSDOT shall be listed as the legal owner on titles and hold titles for all vehicles the CONTRACTOR acquires using federal
funds through WSDOT’s grant program. WSDOT will have legal ownership to any non -vehicle Project equipment the
CONTRACTOR acquires or modifies using the “Federal and/or State Funds” identified in the caption space of this
AGREEMENT titled “Project Costs.” When the Contractor acquires vehicles using state funds provided through WSDOT’s
grant program, WSDOT may within its discretion, allow the CONTRACTOR to be listed as the legal owner and hold title. In
all cases, WSDOT will maintain a copy of titles for all funded vehicles under this agreement and oversight responsibility on
those vehicles through their minimum useful life. The CONTRACTOR accepts WSDOT’s legal title to the Project and any
portion thereof during its useful life as set forth in this Section and agrees that it shall not use the Project or any porti on
thereof as collateral, nor shall the CONTRACTOR encumber the Project in any way. The CONTRACTOR shall follow the
terms stated in Section 12A regarding use and disposal of the Project and/or any portion thereof. WSDOT’s lien shall equal
the proportional Federal and/or State funded share, as identified in this AGREEMENT, of the disposable value of the Project
and any portion thereof. Satisfaction of WSDOT’s lien may be satisfied only by proper disposal of the Project and any
portion thereof in a manner determined by WSDOT.
Section 26
Limitation of Liability
A. The CONTRACTOR shall indemnify and hold WSDOT, its agents, employees, and officers harmless from and
process and defend at its own expense any and all claims, demands, suits at law or equity, actions, penalties, losses,
damages, or costs (hereinafter referred to collectively as “claims”), of whatsoever kind or nature brought against
WSDOT arising out of, in connection with or incident to this AGREEMENT and/or the CONTRACTOR’s
performance or failure to perform any aspect of this AGREEMENT. This indemnity provision applies to all claims
against WSDOT, its agents, employees and officers arising out of, in connection with or incident to the negligent
acts or omissions of the CONTRACTOR, its agents, employees, officers and subcontrac tors. Provided, however,
that nothing herein shall require the CONTRACTOR to indemnify and hold harmless or defend the WSDOT, its
agents, employees or officers to the extent that claims are caused by the negligent acts or omissions of the WSDOT,
its agents, employees or officers; and provided further that if such claims result from the concurrent negligence of
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(a) the CONTRACTOR its employees, agents, officers 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 extent of the negligence of the CONTRACTOR, its employees, officers,
authorized agents, and/or contractors. The indemnification and hold harmless provision shall survive termination of
this AGREEMENT.
B. The CONTRACTOR shall be deemed an independent contractor for all purposes, and the employees of the
CONTRACTOR or its subcontractors and the employees thereof, shall not in any manner be deemed to be
employees of WSDOT.
C. The CONTRACTOR specifically assumes potential liability for actions brought by CONTRACTOR’s employees
and/or subcontractors and solely for the purposes of this indemnification and defense, the CONTRACTOR
specifically and expressly waives any immunity under the State Industrial Insurance Law, Title 51 Revised Code of
Washington. This waiver of immunity has been mutually negotiated by the PARTIES.
D. In the event either the CONTRACTOR or WSDOT incurs attorney’s fees, costs or other legal expenses to enforce
the provisions of this section of this AGREEMENT against the other PARTY, all such fees, costs and expenses shall
be recoverable by the prevailing PARTY.
Section 30
Lack of Waiver
In no event shall any WSDOT payment of funds to the CONTRACTOR constitute or be construed as a waiver by WSDOT of
any CONTRACTOR breach, or default. Such payment shall in no way impair or prejudice any right or remedy available to
WSDOT with respect to any breach or default.
Section 31
Changed Conditions Affecting Performance
The CONTRACTOR hereby agrees to immediately notify WSDOT of any change in conditions or law, or of any other event,
which may affect its ability to perform the Project in accordance with the provisions of this AGREEMENT.
Section 32
Agreement Modifications
Either PARTY may request changes to this AGREEMENT. Any changes to the terms of this AGREEMENT must be
mutually agreed upon and incorporated by written amendment to this AGREEME NT. Such written amendment to this
AGREEMENT shall not be binding or valid unless signed by the persons authorized to bind each of the PARTIES. Provided,
however, that changes to the federal award identification number, DUNS, project title, federal ID nu mber, CFDA number,
milestones, UPIN the contact person of either PARTY, or dollar amount changes that do not affect the project total cost, will
not require a written amendment, but will be approved and documented by WSDOT through an administrative revisio n.
WSDOT shall notify the CONTRACTOR of the revision in writing.
Section 33
Disputes
A. Disputes. Disputes, arising in the performance of this AGREEMENT, which are not resolved by agreement of the
PARTIES, shall be decided in writing by the WSDOT Public Transportation Division’s Assistant Director or
designee. This decision shall be final and conclusive unless within ten (10) days from the date of
CONTRACTOR’S receipt of WSDOT’s written decision, the CONTRACTOR mails or otherwise furnishes a
written appeal to the Director of the Public Transportation Division or the Director’s designee. The
CONTRACTOR’s appeal shall be decided in writing by the Director of the Public Transportation Division within
thirty (30) days of receipt of the appeal by the Director of the Public Transportation Division or the Director’s
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designee. The decision shall be binding upon the CONTRACTOR and the CONTRACTOR shall abide by the
decision.
B. Performance During Dispute. Unless otherwise directed by WSDOT, CONTRACTOR shall continue performance
under this AGREEMENT while matters in dispute are being resolved.
C. Claims for Damages. Should either PARTY to this AGREEMENT suffer injury or damage to person, property, or
right because of any act or omission of the other PARTY or any of that PARTY’s employees, agents or others for
whose acts it is legally liable, a claim for damages therefore shall be made in writing to such other PARTY within
thirty (30) days after the first observance of such injury or damage.
D. Rights and Remedies. All remedies provided in this AGREEMENT are distinct and cumulative to any other right or
remedy under this document or afforded by law or equity, and may be exercised independently, concurrently, or
successively and shall not be construed to be a limitation of any duties, obligations, rights and remedies of the
PARTIES hereto. No action or failure to act by the WSDOT or CONTRACTOR shall constitute a waiver of any
right or duty afforded any of them under this AGREEMENT, nor shall any such action or failure to act constitute an
approval of or acquiescence in any breach thereunder, except as may be specific ally agreed in writing. (WSDOT
Grant Agreement PTD0171; pg. 11 of 15)
Section 34
Termination
A. Termination for Convenience. WSDOT and/or the CONTRACTOR may suspend or terminate this AGREEMENT,
in whole or in part, and all or any part of the financial assistance provided herein, at any time by written notice to the
other PARTY. WSDOT and the CONTRACTOR shall agree upon the AGREEMENT termination provisions
including but not limited to the settlement terms, conditions, and in the case of partial termination the portion to be
terminated. Written notification must set forth the reasons for such termination, the effective date, and in case of a
partial termination the portion to be terminated. However, if, in the case of partial termination, WSDOT determines
that the remaining portion of the award will not accomplish the purposes for which the award was made, WSDOT
may terminate the award in its entirety. PARTIES may terminate this AGREEMENT for convenience for reasons
including, but not limited to, the following: 1. The requisite funding becomes unavailable through failure of
appropriation or otherwise; 2. WSDOT determines, in its sole discretion, that the continuation of the Project would
not produce beneficial results commensurate with the further expenditure of funds; 3. The CONTRACTOR is
prevented from proceeding with the Project as a direct result of an Executive Order of the President with respect to
the prosecution of war or in the interest of national defense; or an Executive Order of the President or Governor of
the State with respect to the preservation of energy resources; 4. The CONTRACTOR is prevented from proceeding
with the Project by reason of a temporary preliminary, special, or permanent restraining order or injunction of a
court of competent jurisdiction where the issuance of such order or injunction is primarily caused by the acts or
omissions of persons or agencies other than the CONTRACTOR; or 5. the State Government or WSDOT determines
that the purposes of the statute authorizing the Project would not be adequately served by the continuation of
financial assistance for the Project. 6. In the case of termination for convenience under subsections A.1-5 above,
WSDOT shall reimburse the CONTRACTOR for all costs payable under this AGREEMENT that the
CONTRACTOR properly incurred prior to termination. The CONTRACTOR shall promptly submit its claim for
reimbursement to WSDOT. If the CONTRACTOR has any property in its possession b elonging to WSDOT, the
CONTRACTOR will account for the same, and dispose of it in the manner WSDOT directs.
B. Termination for Default. WSDOT may suspend or terminate this AGREEMENT for default, in whole or in part,
and all or any part of the financial assistance provided herein, at any time by written notice to the CONTRACTOR,
if the CONTRACTOR materially breaches or fails to perform any of the requirements of this AGREEMENT,
including: 1. Take any action pertaining to this AGREEMENT without the approval of WSDOT, which under the
procedures of this AGREEMENT would have required the approval of WSDOT; 2. Jeopardizes its ability to
perform pursuant to this AGREEMENT, United States of America laws, Washington state laws, or local
governmental laws under which the CONTRACTOR operates; 3. Failure to perform the Project or any part thereof
DocuSign Envelope ID: 1DD4C8D7-0A5B-4C4B-A49E-8B4C6820DEBC
____________________________________________________________
RAPIDRIDE I LINE FUNDING AGREEMENT
Between the City of Kent and King County
Page 22 of 22
including, but not limited to: a) Failure to build the Project according to the design specifications and all building
code required standards; b) Failure to remedy all defects in the performance of the Project and correct all faulty
workmanship by the CONTRACTOR or its subcontractors in a timely manner; c) Failure to take any action which
could affect the ability of the Project to perform its designated function or takes any action which could shorten its
useful life for Project use or otherwise; or d) Failure to make reasonable and appropriate use of the P roject real
property, facilities, equipment and/or infrastructure. 4. Fails to make reasonable progress on the Project or other
violation of this AGREEMENT that endangers substantial performance of the Project; or 5. Fails to perform in the
manner called for in this AGREEMENT, or fails, to comply with or, is in violation of, any provision of this
AGREEMENT. WSDOT shall serve a notice of termination on City of Kent PTD0171 Page 12 of 15 the
CONTRACTOR setting forth the manner in which the CONTRACTOR is in default hereunder. If it is later
determined by WSDOT that the CONTRACTOR had an excusable reason for not performing, such as events which
are not the fault of or are beyond the control of the CONTRACTOR, such as a strike, fire or flood, WSDOT may: a)
allow the CONTRACTOR to continue work after setting up a new delivery of performance schedule, or b) treat the
termination as a termination for convenience.
C. WSDOT, in its sole discretion may, in the case of a termination for breach or default, allow the CON TRACTOR ten
(10) business days, or such longer period as determined by WSDOT, in which to cure the defect. In such case, the
notice of termination will state the time period in which cure is permitted and other appropriate conditions. If the
CONTRACTOR fails to remedy to WSDOT's satisfaction the breach or default within the timeframe and under the
conditions set forth in the notice of termination, WSDOT shall have the right to terminate this AGREEMENT
without any further obligation to CONTRACTOR. Any suc h termination for default shall not in any way operate to
preclude WSDOT from also pursuing all available remedies against CONTRACTOR and its sureties for said breach
or default.
D. In the event that WSDOT elects to waive its remedies for any breach by CONTRACTOR of any covenant, term or
condition of this AGREEMENT, such waiver by WSDOT shall not limit WSDOT's remedies for any succeeding
breach of that or of any other term, covenant, or condition of this AGREEMENT.
DocuSign Envelope ID: 1DD4C8D7-0A5B-4C4B-A49E-8B4C6820DEBC