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HomeMy WebLinkAbout5.756 Original Contract Ml5b Reciprocal Maintenance Agreement GM 01461 Amendment No. 1 This Amendment No. 1 is made and entered into between the STATE OF WASHINGTON, Department of Transportation, hereinafter the "STATE," and the City of Port Angeles, Public Works and Utilities Department, PO Box 1150, Port Angeles, WA 98362, hereinafter the "CITY." WHEREAS, each Party entered into AGREEMENT GM 01461 on the 22"d day of November, 2005 to furnish the other Party with labor, equipment, and materials on a fully reimbursable.basis when available, for roadway maintenance, and WHEREAS, the Parties wish to amend AGREEMENT GM 01416 to define the maximum amount of chargeable services by each Party on an annual basis, and WHEREAS, Section 9, Agreement Alterations and Amendments, of the AGREEMENT allows for amendments by mutual agreement, NOW, THEREFORE, pursuant to RCW 47.28.140 and in consideration of the terms, conditions, covenants, and performances contained herein, or attached and incorporated and made a part hereof, • IT IS MUTUALLY AGREED AS FOLLOWS: AGREEMENT GM 01416 is modified as follows: 1. Section 4.1 is hereby deleted and replaced with the following: The Party receiving labor, equipment or materials under this AGREEMENT shall fully reimburse the Party providing it for that Party's actual direct and related indirect costs. The maximum annual amount of services under this AGREEMENT one Party may provide to the other is Twenty Thousand Dollars ($20,000)per Party per calendar year. 2. All other terms and conditions of AGREEMENT GM 01461 shall remain in full force and effect except as modified by this Amendment No. 1. GM 01461 Amendment No. I Page 1 of 2 • IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 as of the date last below written. CITY OF PORT ANGELES STATE OF WASHINGTON DEPARTMENT OF TRANSPORTATION By: 94....._______-- By: 74, Dan McKeen, Troy Cowan, Xssist. Region Administrator City Manager for Maintenance and Operations Date: S I 1 / 1 3 Date: 5-28-2o/3 APPROVED AS TO FO• ■ •: APPROV*IL AS TO FORM: i c? By: ��I .i� By: S City Attorney Ann E. Salay, Assistant Attornleneral SF Date: s' 2, ' { 3 Date: 2 Washington State Department of Transportation Agreement No. I GM -01461 I (To be filled in by STATE Program Manager) Task No. 1 Amendment No. Work Order No. Location of Task State Route No. M.P. Location Other (if no highway) City of Port Angeles Street Overlays Program, TR 01 -03 ProgramManager Information STATE Program Manager Neal Campbell Mailing Address 5720 Capitol Blvd. SE, Tumwater, WA 98501 -6703 City of Port Angeles Program Manager Jim Mahlum Mailing Address P.O. Box 1150, Port Angeles, WA 98362 Scope of Task Order Provide brief description of work to be performed and reference attachments to include proposed work schedules, a detailed cost estimate, and any additional terms /conditions. Take approximately 15 HMA cores and perform testing. This does not include traffic control. Task Schedule and Cost Task Start Date 3/5/12 (No payment for work done PRIOR to this date) Task End Date 3/31/12 (No payment for work done AFTER this date) Amended Task Start Date Amended Task End Date Approval Si latqes *Note: City of Title Two original signed Documents are required. re c r Date Distribution: Originals: City Pgm. Manager STATE OR Financial Services New Task Task Amendment 1/2 Phone No. (360) 357 -2666 Fax No. (360) 704 -3250 Phone No. (360) 417 -4701 (18) Fax No. NA Task Amount $4,000.00 Task Amendment Amount Total Amended Task Amount WashVgton State Department of Transportation r li.( P a c._.� 5 Title Task Order R02451 Date Copies: STATE Pgm. Manager STATE OR Local Programs Other Cost Estimate: $4,000.00 Schedule: Start Date, 3/5/12 End Date, 3/31/12 COST ESTIMATE AND SCHEDULE TO PERFORM TASK ORDER WORK j Washington State Department of Transportation Paula J. Hammond, P.E. Secretary of Transportation March 9, 2012 City of Port Angeles P.O. Box 1150 Port Angeles, WA 98362 Reciprocal Maintenance Agreement GM -1461 Task Order No. 1 Attn.: Jim Mahlum Civil Engineer Dear Sir: Attached for use is an original of the above mentioned agreement for your records. If you have any questions please call me at (360) 357 -2621. Sincerely, nk Attachment: GM -1461 Task Order No. 1 cc: OR Accounting- original Don Clotfelter file Neil Knecht Olympic Region Local Programs Agreements Engineer -,z -7>' Olympic Region Headquarters 5720 Capitol Boulevard, Tumwater P 0 Box 47440 Olympia WA 98504 -7440 360 357 -2600 Fax 360 357 -2601 TTY 1- 800 833 -6388 www wsdot wa gov Washington State A Department of Transportation Douglas B. MacDonald Secretary of Transportation December 3, 2007 PO Box 1150 321 E. 5th St. Port Angeles, WA 98362 -0217 Reciprocal Maintenance Agreement re; GMW -0035 Attn: Michael Puntenney Director of Opperations Dear Mr. Puntenney Due to an accounting process change, we have found it necessary to re- number the above General Maintenance Agreement. The former agreement number was GMW -0035, the new number is now GM- 01461. Please use the new number for all future correspondence and billings. If you have any questions please call Neil Knecht at 360 357 -2621 Sincerely, Bill Samblis Olympic Region Local Programs Area Engineer WGS wgs Attachment: Page 1 copy, GMW 0035 GM -01461 cc: Art Veach (2 copies) Misun Peck Don Clotfelter file 7 Ste Olympic Region Headquarters 5720 Capitol Boulevard, Tumwater P O Box 47440 Olympia, WA 98504 -7440 360 357 -2600 Fax 360 357 -2601 TTY 1- 800 833 -6388 www wsdot wa gov r C _AAY Pil(Cs aOiS RECIPROCAL MAINTENANCE AGREEMENT THIS AGREEMENT is made and entered into this 22„d day of it/o %M C S between the STATE OF WASHINGTON, Department of Transportation, hereinafter called the "STATE," and the City of Port Angeles, Public Works and Utilities Department, P.O. Box 1150, Port Angeles, WA 98362, hereinafter called the "CITY." WHEREAS, the Parties hereto are charged with the responsibility of maintaining their streets, roads, and highways and maintaining staff, equipment and materials to perform the necessary work; and WHEREAS, a Party may, from time to time, need labor, equipment, or materials or may have labor, equipment and materials available in certain locations which could be used by the other Party; and WHEREAS, RCW 47.28.140 authorizes the STATE to enter into a cooperative agreement with a public agency for the performance of, inter alia, road maintenance and repair, so long as the costs and expenses are reimbursed by the Party whose responsibility it is for the work; and WHEREAS, the Parties agree that it is in the public interest to make the most efficient use of their labor, equipment, and materials by sharing them on a reimbursable basis when available and when doing so would assist the other Party. NOW, THEREFORE, IT IS MUTUALLY AGREED BY THE PARTIES AS FOLLOWS: 1. GENERAL 1.1 Each Party agrees to furnish the other Party with labor, equipment, and materials on a fully reimbursable basis when available, for roadway maintenance. The furnishing of labor, equipment, and materials shall be subject to the procedures and compensation requirements set forth below, and shall be at the option of the Party requested to perform the work or to supply labor, equipment or material. The Parties understand and agree that the work of the Party possessing the labor, equipment, and materials takes first priority. 1.2 When the STATE is requesting labor, equipment or materials, the provisions of RCW 47.28.030 shall apply. Page 1 of 6 RECIPROCAL MAINTENANCE AGREEMENT CIVIMa0 THIS AGREEMENT is made and entered into this ..Und day of A/O/corker between the STATE OF WASHINGTON, Department of Transportation, hereinafter called the "STATE," and the City of Port Angeles, Public Works and Utilities Department, P.O. Box 1150, Port Angeles, WA 98362, hereinafter called the "CITY." WHEREAS, the Parties hereto are charged with the responsibility of maintaining their streets, roads, and highways and maintaining staff, equipment and materials to perform the necessary work; and WHEREAS, a Party may, from time to time, need labor, equipment, or materials or may have labor, equipment and materials available in certain locations which could be used by the other Party; and WHEREAS, RCW 47.28.140 authorizes the STATE to enter into a cooperative agreement with a public agency for the performance of, inter alia, road maintenance and repair, so long as the costs and expenses are reimbursed by'the Party whose responsibility it is for the work; and WHEREAS, the Parties agree that it is in the public interest to make the most efficient use of their labor, equipment, and materials by sharing them on a reimbursable basis when available and when doing so would assist the other Party. NOW, THEREFORE, IT IS MUTUALLY AGREED BY THE PAR'11hS AS FOLLOWS: 1. GENERAL, 1.1 Each Party agrees to furnish the other Party with labor, equipment, and materials on a fully reimbursable basis when available, for roadway maintenance. The furnishing of labor, equipment, and materials shall be subject to the procedures and compensation requirements set forth below, and shall be at the option of the Party requested to perform the work or to supply labor, equipment or material. The Parties understand and agree that the work of the Party possessing the labor, equipment, and materials takes first priority. 1.2 When the STATE is requesting labor, equipment or materials, the provisions of RCW 47.28.030 shall apply. Page 1 of 6 G Gm-al./Eel 2. PERIOD OF PERFORMANCE 2.1 The period of performance of this AGREEMENT shall commence upon execution of this AGREEMENT and extend for a term of one year unless terminated sooner, pursuant to Section 10, Termination. This AGREEMENT shall automatically renew for successive one (1) year terms, unless terminated as provided herein, or for a maximum term of ten (10) years. 3. PROCEDURE FOR REQUESTING SERVICES 3.1 Each request for labor, equipment, or materials shall be submitted on behalf of the STATE by the Maintenance Supervisor, Assistant Area Maintenance Superintendent, or Area Maintenance Superintendent, and each request for labor, equipment, or materials shall be submitted on behalf of the CITY by the CITY Deputy Director for Operations or position of higher authority on behalf of the CITY. Each request for labor, equipment or materials shall be submitted on a Task Order Form, which shall include the task location, program manager information, scope of work, task schedule and estimated cost, and be executed by the Deputy Director of Operations on behalf of the CITY, or the Area Maintenance Superintendent or Assistant Area Maintenance Superintendent on behalf of the STATE. In the event of an emergency, work may be requested and agreed to verbally, but such agreement must be documented by a Task Order within forty -eight (48) hours of the verbal agreement. The Task Order Form is attached hereto as Exhibit A. All fully executed Task Order Forms shall be deemed automatically made a part of this AGREEMENT. 4. PAYMENT 4.1 The Party receiving labor, equipment or materials under this AGREEMENT shall fully reimburse the Party providing it for that Party's actual direct and related indirect costs. Actual direct costs with respect to labor includes the cost of salary and benefits, but does not include overhead or administration. 4.2 The Party receiving labor, equipment or materials agrees to make payment for the labor, equipment or materials within thirty (30) days from receipt of invoice. These payments are not to be more frequent than one (1) per month. 4.3 The CITY agrees that if it does not make payment for the labor, equipment or materials within ninety (90) days after receipt of a STATE invoice, the STATE may deduct and expend any monies to which the CITY is entitled to receive from the Motor Vehicle Fund as provided by RCW 47.24.050. 5. RECORDS MAINTENANCE 5.1 For a period of not less than three (3) years from the date of payment for the labor, equipment or materials, the Parties shall each maintain books, records, documents, and other Page 2 of b 0391 GM eV4R9/ evidence which sufficiently and properly reflect the labor, equipment or material expended for inspection, review, or audit by personnel of both Parties, other personnel duly authorized by either Party, the office of the State Auditor, and federal officials so authorized by law. If any litigation, claim, or audit is commenced, the records and accounts along with supporting documentation shall be retained until all litigation, claim, or audit finding has been resolved even though such litigation, claim, or audit continues past the 3 -year retention period. 5.2 Records and other documents, in any medium, furnished by one Party to this AGREEMENT to the other Party, will remain the property of the furnishing Party, unless otherwise agreed. 6. CARE AND MAINTENANCE OF EQUIPMENT 6.1 A Party requesting use of equipment from the other Party shall be solely responsible for the proper care, maintenance, and security of the equipment until the equipment is returned to the Party owning the equipment. Repair of damage, other than normal wear and tear, will be the responsibility of the Party in possession of the equipment at the time the equipment is damaged, including damages caused by a third party. 7. RIGHT OF ENTRY 7.1 The Parties hereto grant to each other the right of entry upon all land in which the Parties have an interest and which land is within or adjacent to the right -of -way of any highway, road or street upon which labor is being utilized by the other Party under this AGREEMENT. 8. SUPERVISION and INDEPENDENT CAPACITY 8.1 The employees of each Party who are engaged in the performance of this AGREEMENT shall continue to be employees of that Party and shall not be considered for any purpose to be employees of the other Party. Each Party shall be solely responsible for the supervision of -its own employees. 9. AGREEMENT ALTERATIONS AND AMENDMENTS 9.1 This AGREEMENT may be amended by mutual agreement of the Parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the Parties. 10. TERMINATION 10.1 Either Party may terminate this AGREEMENT or a Task Order upon thirty (30) days prior written notification to the other Party. If this AGREEMENT or a Task Order is so terminated, the Parties shall be liable only for performance rendered or costs incurred prior to the Page 3 of 6 M35 GM .5/6,/ effective date of termination. Termination of this AGREEMENT shall likewise terminate any outstanding Task Orders. 11. DISPUTES 11.1 In the event that a dispute arises under this AGREEMENT, it shall be determined by a Dispute Board in the following mariner: Each Party to this AGREEMENT shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, relevant Task Order, AGREEMENT terms, and applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Board shall be final and binding on the Parties hereto. All costs for the additional appointed member shall be shared equally between the Parties. 12. LEGAL RELATIONS 12.1 Each Party to this AGREEMENT shall protect, defend, indemnify, and save harmless the other Party, its officers, officials, employees, and agents, while acting within the scope of their employment as such, from any and all costs, claims, judgment, and/or awards of damages (both to persons and property), arising out of, or in any way resulting from, each Party's negligent acts or omissions with respect to the provisions of this AGREEMENT. No Party will be required to indemnify, defend, or save harmless the other Party if the claim, suit, or action for injuries, death, or damages (both to persons and property) is caused by the sole negligence of the Party; Provided that if such claims, suits, or actions result from (a) the concurrent negligence of the Parties, or (b) 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 Party's own negligence. 12.2 The Parties specifically assume potential liability for actions brought by the Party's own employees against the other Party and, solely for the purposes of this indemnification, the Parties mutually waive any immunity they might have under the state industrial insurance laws, Title 51 RCW. 12.3 This indemnification shall survive the termination of this AGREEMENT. 13. GOVERNANCE 13.1 This AGREEMENT is entered into pursuant to and under the authority granted by the laws of the State of Washington and any applicable federal laws. The provisions of this AGREEMENT shall be construed to conform to those laws. 13.2 In the event of an inconsistency in the terms of this AGREEMENT, or between its terms and any Task Order entered into pursuant to Section 3, or any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable state and federal statutes and rules; Page 4 of 6 CIIVINWOOIS GM- D /qfo( b. Any Task Order entered into pursuant to Section 3 and its Scope of Work and materials incorporated by reference; and c. The provisions of this AGREEMENT. 14.1 This AGREEMENT, and any Task Order entered into pursuant to Section 3, as well as any claim arising thereunder, is not assignable or delegable by either Party in whole or in part. 15.1 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. 16.1 This AGREEMENT contains all the terms and conditions agreed upon by the Parties, except for Task Orders that have been entered into by the Parties pursuant to Section 3, which are incorporated herein by reference. No other understandings, oral or otherwise, regarding the subject matter of this AGREEMENT or such Task Orders shall be deemed to exist or to bind the Parties hereto. 17.1 The program manager for each of the Parties shall be responsible for and shall be the contact person for all communications and invoices for Task Orders under this AGREEMENT. The Program Manager for the CITY is: Michael Puntermey Director of Operations City of Port Angeles P.O. Box 1150 Port Angeles, WA 98362 (360) 4174802 m punt ennev i citvofna.us 14. ASSIGNMENT 15. SEVERABILITY 16. ALL AGREEMENTS CONTAINED HEREIN 17. CONTRACT MANAGEMENT Page 5 of 6 Ca7RWOP35 Gfi1. o /./[f/ The Program Manager for the STATE is: Don Clotfelter Maintenance Superintendant Washington State Department of Transportation 1707 South "C" Street Port Angeles, WA 98363 -7456 (360) 457 -2713 clotfe @wsdot.wa.gov IN WITNESS WHEREOF, the Parties hereto have executed this AGREEMENT as of the day and year first above written. CITY OF PORT ANGELES: By: Ot. Glenn Cutler, Director Public Works and Utilities Department Date: APPROVED AS TO F 2 City Attorney 1 It d S Date: t'3 Page 6 of 6 STATE OF WASHINGTON DEPARTMENT OF TRANSPORTATION: By: Date: AIL. Randall A. Haim Region Administrator Date: 11 /a. o5 APPROVED AS TO FORM: a s,,,t, Assistant Attorney General 6M:005 Gk[-o/41,1 Washington State Department of Transportation Agreement No. Task No. Location of Task State Route No. Other (if no highway) krogramlv.Lanager information STATE Program Manager Mailing Address I (To be filled in by STATE Program Manager Amendment No. Work Order No. rar s= �tsc «rr .,ter z �;y 1••'li �tt�� wr W Yr :Gl.` F•- n �''4F. !Waft F_..' cA �:i�+= Its �'x...^:i=_'_.'.�L`',. _c. r�";�... _�C �a4�f1•�'� _.:ir�rf`� c {I i'a ..a_'� "u`.'r' fir. City of Port Angeles Program Manager Phone No. Mailing Address Task Schedule and Cost Task Start Date (No payment for work done PRIOR to this date) Task End Date (No payment for work done AFTER this date) GMW -UU3S Exhibit "A" M.P. Location Phone No. Fax No. Fax No. Task Order Scope of Task Order Provide brief description of work to be performed and reference attachments to include proposed work schedules, a detailed cost estimate, and any additional terms/conditions. New Task 1/2 Task Amount Task Amendment Amended Task Start Date Task Amendment Amount Amended Task End Date Total Amended Task Amount Approval Signatures *Note: Two original signed Documents are required.**** City of Port Angeles Washington State Department of Transportation Title Title Date Date Distribution: Originals: City Pgm. Manager Copies: STATE Pgm Manager STATE OR Financial Services STATE OR Local Programs Other GMW -0035 Exhibit "A" COST ESTIMATE AND SCHEDULE TO PERFORM 1 TASK ORDER WORK ..5.75/.t; I flED fi'-' RC('~- (',1~~~c::Z'Ov[\1 --CO"r~ - _h____~ at. r,.....OJ;t~l ~ "'I'ltJ".-'~ I~ .,; . a _~ I ~.... ~\ ~ 0 JP -. Filed at the Request of: 2005DEC -9 PM 3: , I City of Port Angeles City Clerk's Office P. O. Box 1150 Port Angeles, W A 98362 \\"\I\IIlI~\I\'\I1\~'~1 2005 1171035 County cv Interlocal Agreement City Clerk File No.: ------------------------ Agreement between the City of Port Angeles and Washington State Department of Transportation Purpose: Reciprocal Maintenance Agreement - GMW-0035 Dated: November 22. 2005 " RECIPROCAL MAINTENANCE AGREEMENT GMW-0035 THIS AGREEMENT is made and entered into this "t/l1'1d. day of Nt,1/~~ber , .:k:OS", between the STATE OF WASHINGTON, Department of Transportation, hereinafter called the "STATE," and the City of Port Angeles, Public Works and Utilities Department, P.O. Box 1150, Port Angeles, W A 98362, hereinafter called the "CITY." WHEREAS, the Parties hereto are charged with the responsibility of maintaining their streets, roads, and highways and maintaining staff, equipment and materials to perform the necessary work; and WHEREAS, a Party may, from time to time, need labor, equipment, or materials or may have labor, equipment and materials available in certain locations which could be used by the other Party; and WHEREAS, RCW 47.28.140 authorizes the STATE to enter into a cooperative agreement with a public agency for the performance of, inter alia, road maintenance and repair, so long as the costs and expenses are reimbursed by the Party whose responsibility it is for the work; and WHEREAS, the Parties agree that it is in the public interest to make the most efficient use of their labor, equipment, and materials by sharing them on a reimbursable basis when available and when doing so would assist the other Party. NOW, THEREFORE, IT IS MUTUALLY AGREED BY THE PARTIES AS FOLLOWS: 1. GENERAL 1.1 Each Party agrees to furnish the other Party with labor, equipment, and materials on a fully reimbursable basis when available, for roadway maintenance. The furnishing of labor, equipment, and materials shall be subject to the procedures and compensation requirements set forth below, and shall be at the option of the Party requested to perform the work or to supply labor, equipment or material. The Parties' understand and agree that the work of the Party possessing the labor, equipment, and materials takes first priority. 1.2 When the STATE is requesting labor, equipment or materials, the provisions of RCW 47.28.030 shall apply. Page 1 of6 GMW-0035 2. PERIOD OF PERFORMANCE 2.1 The period of performance of this AGREEMENT shall commence upon execution of this AGREEMENT and extend for a term of one year unless terminated sooner, pursuant to Section 10, Termination. This AGREEMENT shall automatically renew for successive one (1) year terms, unless terminated as provided herein, or for a maximum term often (10) years. 3. PROCEDURE FOR REQUESTING SERVICES 3.1 Each request for labor, equipment, or materials shall be submitted on behalf of the STATE by the Maintenance Supervisor, Assistant Area Maintenance Superintendent, or Area Maintenance Superintendent, and each request for labor, equipment, or materials shall be submitted on behalf of the CITY by the CITY Deputy Director for Operations or position of higher authority on behalf of the CITY. Each request for labor, equipment or materials shall be submitted on a Task Order Form, which shall include the task location, program manager information, scope of work, task schedule and estimated cost, and be executed by the Deputy Director of Operations on behalf of the CITY, or the Area Maintenance Superintendent or Assistant Area Maintenance Superintendent on behalf of the STATE. In the event of an emergency, work may be requested and agreed to verbally, but such agreement must be documented by a Task Order within forty-eight (48) hours of the verbal agreement. The Task Order Form is attached hereto as Exhibit A. All fully executed Task Order Forms shall be deemed automatically made a part of this AGREEMENT. 4. PAYMENT 4.1 The Party receiving labor, equipment or materials under this AGREEMENT shall fully reimburse the Party providing it for that Party's actual direct and related indirect costs. Actual direct costs with respect to labor includes the cost of salary and benefits, but does not include overhead or administration. 4.2 The Party receiving labor, equipment or materials agrees to make payment for the labor, equipment or materials within thirty (30) days from receipt of invoice. These payments are not to be more frequent than one (1) per month. 4.3 The CITY agrees that if it does not make payment for the labor, equipment or materials within ninety (90) days after receipt of a STATE invoice, the STATE may deduct and expend any monies to which the CITY is entitled to receive from the Motor Vehicle Fund as provided by RCW 47.24.050. 5. RECORDS MAINTENANCE 5.1 For a period of not less than three (3) years from the date of payment for the labor, equipment or materials, the Parties shall each maintain books, records, documents, and other Page 2 of6 GMW-0035 " ' evidence which sufficiently and properly reflect the labor, equipment or material expended for inspection, review, or audit by personnel of both Parties, other personnel duly authorized by either Party, the office of the State Auditor, and federal officials so authorized by law. If any litigation, claim, or audit is commenced, the records and accounts along with supporting documentation shall be retained until all litigation, claim, or audit finding has been resolved even though such litigation, claim, or audit continues past the 3-year retention period. 5.2 Records and other documents, in any medium, furnished by one Party to this AGREEMENT to the other Party, will remain the property of the furnishing Party, unless otherwise agreed. 6. CARE AND MAINTENANCE OF EQUIPMENT 6.1 A Party requesting use of equipment from the other Party shall be solely responsible for the proper care, maintenance, and security of the equipment until the equipment is returned to the Party owning the equipment. Repair of damage, other than normal wear and tear, will be the responsibility of the Party in possession of the equipment at the time the equipment is damaged, including damages caused by a third party. 7. RIGHT OF ENTRY 7.1 The Parties hereto grant to each other the right of entry upon all land in which the Parties have an interest and which land is within or adjacent to the right-of-way of any highway, road or street upon which labor is being utilized by the other Party under this AGREEMENT. 8. SUPERVISION and INDEPENDENT CAPACITY 8.1 The employees of each Party who are engaged in the performance of this AGREEMENT shall continue to be employees of that Party and shall not be considered for any purpose to be employees of the other Party. Each Party shall be solely responsible for the supervision of its own employees. 9. AGREEMENT ALTERATIONS AND AMENDMENTS 9.1 This AGREEMENT may be amended by mutual agreement of the Parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the Parties. 10. TERMINATION 10.1 Either Party may terminate this AGREEMENT or a Task Order upon thirty (30) days prior written notification to the other Party. If this AGREEMENT or a Task Order is so terminated, the Parties shall be liable only for performance rendered or costs incurred prior to the Page 3 of6 GMW-0035 effective date of termination. Termination of this AGREEMENT shall likewise terminate any outstanding Task Orders. 11. DISPUTES 11.1 In the event that a dispute arises under this AGREEMENT, it shall be determined by a Dispute Board in the following manner: Each Party to this AGREEMENT shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, relevant Task Order, AGREEMENT terms, and applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Board shall be final and binding on the Parties hereto. All costs for the additional appointed member shall be shared equally between the Parties. 12. LEGAL RELATIONS 12.1 Each Party to this AGREEMENT shall protect, defend, indemnify, and save harmless the other Party, its officers, officials, employees, and agents, while acting within the scope of their employment as such, from any and all costs, claims, judgment, and/or awards of damages (both to persons and property), arising out of, or in any way resulting from, each Party's negligent acts or omissions with respect to the provisions of this AGREEMENT. No Party will be required to indemnify, defend, or save harmless the other Party ifthe claim, suit, or action for injuries, death, or damages (both to persons and property) is caused by the sole negligence of the Party; Provided that if such claims, suits, or actions result from (a) the concurrent negligence of the Parties, or (b) 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 Party's own negligence. 12.2 The Parties specifically assume potential liability for actions brought by the Party's own employees against the other Party and, solely for the purposes of this indemnification, the Parties mutually waive any immunity they might have under the state industrial insurance laws, Title 51 RCW. 12.3 This indemnification shall survive the termination of this AGREEMENT. 13. GOVERNANCE 13.1 This AGREEMENT is entered into pursuant to and under the authority granted by the laws of the State of Washington and any applicable federal laws. The provisions of this AGREEMENT shall be construed to conform to those laws. 13.2 In the event of an inconsistency in the terms of this AGREEMENT, or between its terms and any Task Order entered into pursuant to Section 3, or any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable state and federal statutes and rules; Page 4 of6 GMW-0035 b. Any Task Order entered into pursuant to Section 3 and its Scope of Work and materials incorporated by reference; and c. The provisions of this AGREEMENT. 14. ASSIGNMENT 14.1 This AGREEMENT, and any Task Order entered into pursuant to Section 3, as well as any claim arising thereunder, is not assignable or delegable by either Party in whole or in part. 15. SEVERABILITY 15.1 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. 16. ALL AGREEMENTS CONTAINED HEREIN 16.1 This AGREEMENT contains all the terms and conditions agreed upon by the Parties, except for Task Orders that have been entered into by the Parties pursuant to Section 3, which are incorporated herein by reference. No other understandings, oral or otherwise, regarding the subject matter of this AGREEMENT or such Task Orders shall be deemed to exist or to bind the Parties hereto. 17. CONTRACT MANAGEMENT 17.1 The program manager for each of the Parties shall be responsible for and shall be the contact person for all communications and invoices for Task Orders under this AGREEMENT. The Program Manager for the CITY is: Michael Puntenney Director of Operations City of Port Angeles P.O. Box 1150 Port Angeles, W A 98362 (360) 4174802 mpuntenney(ihit yofpa. us Page 5 of6 GMW-0035 The Program Manager for the STATE is: Don Clotfelter Maintenance Superintendant Washington State Department of Transportatlon 1707 South "c" Street Port Angeles, W A 98363-7456 (360) 457-2713 c1otfe@wsdot.wa.gov IN WITNESS WHEREOF, the Parties hereto have executed this AGREEMENT as of the day and year first above written. CITY OF PORT ANGELES: BY~~ Glenn Cutler, Director ... Public Works and Utilities Department Date: 1\ \ \(e.!oS APP~VED AS TO F V~ City Attorney Date: 1/- 0' ;- 05 STATE OF WASHINGTON DEPARTMENT OF TRANSPORTATION: By: ~ ~t Randall A. Hai , Region Administrator Date: ~l 1.7-1 oS APPROVED AS TO FORM: ~~Sf Assistant Attorney General Date: I{)/;) 7 - (}j............ Page 6 of6 GMW-0035 I" ~ GMW-0035 Exhibit "A" ,...' , .. Washington State Department of Transportation Task Order I (To be filled in by STATE Program Manager Agreement No. Task No. Amendment No. Work Order No. Location of Task State Route No. I M.P. Location Other (ifno highway) Pro ramMana er Information STATE Program Manager Phone No. Mailing Address Fax No. City of Port Angeles Program Manager Mailing Address Phone No. Fax No. Scope of Task Order ProvIde bnef descnptIOn of work to be performed and reference attachments to lllclude proposed work schedules, a detaIled cost estImate, and an addItIonal terms/condItIOns. Task chedule and ost New Task Task Start Date (No payment for work done PRIOR to thIS date) Task Amount Task End Date (No payment for work done AFTER thIS date) Task Amendment Amended Task Start Date Task Amendment Amount Amended Task End Date Total Amended Task Amount Approval Signatures ****Note: Two original signed Documents are required.**** CIty of Port Angeles Washington State Department of TransportatIOn TItle TItle Date DlstnbutIOn: Onglllals: o CIty Pgm. Manager o STATE OR Flllanclal ServIces Date CopIes: 0 STATE Pgm. Manager o STATE OR Local Programs o Other 1/2 GMW-0035 Exhibit "A" COST ESTIMATE AND SCHEDULE TO PERFORM TASK ORDER WORK 2/2 '. ", ~_ f.