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Home My WebLink About000534 Original ContractINTERLOCAL AGREEMENT FOR MARINE DRIVE PEDESTRIAN CROSSING STUDY City of Port Angeles Record #000534 THIS AGREEMENT is entered into pursuant to RCW 39.34, the Interlocal Cooperation Act, between the CITY OF PORT ANGELES, a Washington municipal corporation, located and doing business at 321 East Fifth Street, Port Angeles, Washington 98362 "Port Angeles and the PORT OF PORT ANGELES, a Washington municipal corporation, located and doing business at 338 W. First Street, Port Angeles, Washington 98362 "Port"), together referred to as the "Parties for the purpose of feasibility study of a Marine Drive Pedestrian Crossing. RECITALS WHEREAS, the Parties have agreed to study the need for a pedestrian crossing across Marine Drive at Tumwater Street (Project). WHEREAS, the Federal Highway Administration Surface Transportation Program "STP has provided a grant in the amount of $20,000 for the study /design/permitting of the Projects; and WHEREAS, STP requires the Parties to collectively provide local matching funds of 13.5% of the federal funds or $2,700; and WHEREAS, the Project will be located within the boundaries of Port Angeles and will serve both jurisdictions; and WHEREAS, the Port has requested that Port Angeles, as a state CA (Certified Acceptance) qualified agency, assume lead agency responsibility for the design and study of the Projects and Port Angeles is willing to assume lead agency responsibility for the design and study of the Projects. NOW, THEREFORE THE PARTIES AGREE AS FOLLOWS: AGREEMENT A. PORT ANGELES' ROLE IN THE COMPLETION OF THE DESIGN AND STUDY PROJECTS 1. Port Angeles shall assign a Project Manager "PM to manage the Project study. Port Angeles shall keep the Port advised of the Project status by providing the Port with quarterly updates during the study summarizing project progress. 2. Port Angeles shall work with the Port, expeditiously and in good faith, to develop administrative procedures necessary to achieve the smooth progress of the Project. 3. Port Angeles shall accept lead agency responsibilities for receipt and administration of the $20,000 STP grant for the Projects. 4. Port Angeles shall be responsible for the completion of all study work for the Project. Page 1 of 5 N \Professional Services Agreements \2011 On -Call Civil Structural Engineering Services (OCA 2011- 01) \05 Consultant Agreements\Interlocal Agreement with Port of Port Angeles docx 5. Port Angeles shall be responsible for all Projects coordination, including grant compliance and the coordination necessary with all affected agencies, as required. 6. Port Angeles shall determine and utilize its staff resources or professional services as necessary for implementation and completion of the Project. 7. Port Angeles's share of the $2,700 matching funds is $2,700. B. PORT 'S ROLE IN THE COMPLETION OF THE DESIGN FOR THE AND STUDY PROJECTS 1. The Port shall assign a contact person to coordinate with Port Angeles' PM during the life of the Project. 2. The Port shall work with Port Angeles, expeditiously and in good faith, to develop administrative procedures necessary to achieve the smooth progress of the Project. 3. The Port authorizes Port Angeles to be the lead agency for receipt and administration of the federal $20,000 STP grant for the Project. 4. The Port hereby grants Port Angeles and its agents the right to enter on Port's property for all phases of work. Port Angeles shall ensure that its consultants comply with the Port's entry requirements; provided, however, that no separate permit to work on the property shall be required. Port Angeles shall provide the Port at least 10 calendar days advanced notice before its consultant begins work on the Port's property. Port Angeles shall ensure that its consultants do not implement traffic control measures on the Port's property without a traffic control plan, if necessary, that has been approved by the Port. 5. The Port shall work expeditiously to remove any encroachments on the property within Port's jurisdiction such that the Project is not delayed. 6. The Port shall notify Port Angeles of any committed projects that may change the scope of the Project. The Port shall keep Port Angeles up to date with the status of such projects on a monthly basis. 7. The Port's share of the $2,700 matching funds is $0. 8. To support Port Angeles's financial management of the Project, the Port, in its effort to meet Project obligations herein, shall not request reimbursement from Project funds for Port's Page 2 of 5 N \Professional Services Agreements \2011 On -Call Civil Structural Engineering Services (OCA 2011- 01) \05 Consultant Agreements Unterlocal Agreement with Port of Port Angeles docx costs in support of the Project without prior written consent from Port Angeles. C. MISCELLANEOUS 1. Termination. Either party may terminate this Agreement, prior to Port Angeles's award of a consultant agreement, upon thirty (30) days written notice to the other party. Termination after Port Angeles's award of a consultant agreement shall only be granted if both parties agree to the termination and all costs incurred to terminate are born by the terminating party. For the purposes hereof, the "Termination Date" shall be the thirtieth (30 day after receipt of the termination notice, provided that upon receipt of a termination notice, all work on this Agreement shall cease, except as agreed to by the parties. Under no circumstances will either party be reimbursed for services rendered after the Termination Date. 2. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party. 3. Severabilitv. If any one or more of the sections, subsections, clauses or sentences of this Agreement is /are held to be unconstitutional or invalid, that unconstitutionality or invalidity shall not affect the validity of the remaining sections, subsections, clauses or sentences of this agreement, and the remainder shall remain in full force and effect. 4. Entire Agreement. This Agreement and any attached exhibits hereto contain the entire agreement between the parties. Should any language in any exhibit to this Agreement conflict with any language contained in this agreement, the terms of this Agreement shall prevail. Written provisions and terms of this Agreement, together with any attached exhibits, supersede all prior verbal statements by any representative of either party, and those statements shall not be construed as forming a part of or altering in any manner this Agreement. 5. Indemnification. Port Angeles shall defend, indemnify and hold the Port, its officers, employees, agents, and assigns harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising from or in connection with the design or construction of the Project, but only to the extent of Port Angeles's negligence or comparative fault. The Port shall defend, indemnify and hold Port Angeles, its officers, employees, agents, and assigns harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising from or in connection with the design of the Project, but only to the extent of the Port's negligence or comparative fault. 6. Proiect Coordination, Dispute Resolution and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If a dispute arises from or relates to this Agreement or the breach thereof, resolution of the dispute shall be as follows: (a) attempted through direct discussions as follows: (1) the Port's designated contact person and Port Angeles's designated Project Manager shall make every effort to identify the problem(s) and resolve issues at their level to the satisfaction of both parties; (2) Should they Page 3 of 5 N \Professional Services Agreements \2011 On -Call Civil Structural Engineering Services (OCA 2011- 01) \05 Consultant Agreements \Interlocal Agreement with Port of Port Angeles docx fail to resolve the disputed issue, then the Port Angeles Project Manager, in coordination with the Port's designated contact person, shall attempt to narrow the issue in dispute for consideration by the Public Works Directors of the Port and Port Angeles. The Public Works Directors shall determine if the dispute can be resolved through negotiations. (3) If they are unable to resolve the dispute, then the Public Works Directors shall each select, in addition to Port Angeles's PM and Port's contact person, one additional representative from among its employees who, together shall form a dispute resolution panel to resolve the dispute. (4) Should the dispute resolution panel be unable to settle any difference or claim arising from the parties' performance of this Agreement or the breach thereof through direct discussions, then the procedures as set forth in the ensuing paragraph (b) shall be employed as the means for resolving the dispute. (b) The parties agree to endeavor first to settle the dispute in an amicable manner by mediation administered by a mediator under JAMS Alternative Dispute Resolution service rules or policies. The mediator may be selected by agreement of the parties or through JAMS. All fees and expenses for mediation shall be borne by the parties equally. However, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence. Following mediation, or upon written agreement of the parties to waive mediation, any unresolved controversy or claim arising from or relating to this Agreement or breach thereof shall be resolved by filing suit exclusively under the venue, rules and jurisdiction of the Clallam County Superior Court, Clallam County, Washington. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided. however, nothing in this paragraph shall be construed to limit the ciges right to indemnification under Section3oof this Agreement. 27 or/ /i/t`�`✓ 7. Written Notice. Unless notified to the contrary, all communications regarding this Contract shall be sent to the parties as follows: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CITY OF PORT ANGELES Mike Puntenney, P.E., City Engineer City of Port Angeles 321 E. Fifth Street Port Angeles, WA 98362 360- 417 -4803 (telephone) 360 417 -4709 (facsimile) PORT OF PORT ANGELES Port of Port Angeles 338 W. First Street Port of Port Angeles, WA 98362 360 457 -8527 (telephone) 360- (facsimile) Page 4 of 5 N \Professional Services Agreements\201 I On -Call Civil Structural Engineering Services (OCA 2011-00\05 Consultant Agreements \Interlocal Agreement with Port of Port Angeles docx Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Contract or such other address as may be hereafter specified in writing. D. AGREEMENT EXECUTION, AGREED TO ON THIS DAY OF CITY OF PORT ANGELES ATTEST: Dan McKeen, City Manager n2Aidiki-)16r>44-J Jane Hurd, City Clerk APPROVED AS TO FORM: William Bloor, City Attorney PORT OF PORT ANGELES Jeff R ii ecutive Director APPROVED BY PORT ANGELES CITY COUNCIL MOTION ON Q041.0(l a ,.cZ) l� APPROVED BY PORT OF PORT ANGELES COMMISSION MOTION ON O 2 i2. 20/2_ ATTEST: 2012 4 il-ebelt,7' S�via Teichert, Exec. Asst. APPROVED AS TO FORM: fi unvJ 4,00(1 6 et. &MI se- I Page 5of5 N \Professional Services Agreements \2011 On -Call Civil Structural Engineering Services (OCA 2011- 01) \05 Consultant Agreements\Interlocal Agreement with Port of Port Angeles docx