AGREEMENT FOR WORK TO BE PERFORMED BY KING COUNTY ROAD SERVICES DIVISION

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2 AGREEMENT FOR WORK TO BE PERFORMED BY KING COUNTY ROAD SERVICES DIVISION THIS AGREEMENT is made and entered into by and between King County ( the County ) and the City of Medina, ( the City ). RECITALS A. The City is desirous of contracting with the County for the performance of certain work. B. The County is agreeable to performing the work on the terms and conditions hereinafter set forth and in consideration of the mutual covenants and agreements herein contained. C. The parties can achieve cost savings and benefits in the public's interest by having the County perform the work for the City at the City's expense. AGREEMENT NOW, THEREFORE, the parties agree as follows: 1. Work 1.1 Scope of Work. The County Road Services Division shall perform the work described on the attached Exhibit 1, Scope of Work. 1.2 Modification of Work. If the City desires to modify the work requested, it shall notify the County of that desire. If the County agrees, the parties shall prepare an amended Scope of Work, which will be attached hereto as Exhibit 2. The amended Scope of Work shall bear the signature of the Road Services Division Director or designee for the County and the Public Works Director or designee for the City, authorizing the amended work. 2. County Personnel Standards The County is acting hereunder as an independent contractor so that: 3. Compensation a. County employees performing work hereunder shall be for all purposes employees of the County; b. Control of County personnel standards of performance, discipline, and all other aspects of employment shall be governed entirely by the County. 3.1 Costs. The City shall pay the County for actual costs associated (direct labor, employee benefits, equipment rental, materials and supplies, utilities, permits, contract and

3 administrative overhead costs) for the work performed by the County. Administrative overhead costs shall be charged as a percentage of direct labor costs. 3.2 Billing. The County will bill the City for the cost of work performed. The bill will reflect actual costs and administrative overhead, as described in Section 3.1 above. Payments are due within 30 days of the City's receipt of said invoice. 4. Permits The City is responsible for obtaining any permits or other authorizations that may be necessary for the County to perform the work under this Agreement. 5. County Responsibilities 5.1 County Status. The County will act as a contractor only and will not purport to represent the City professionally. 5.2 County Performance. The County shall perform the work requested by the City as described in the Scope of Work. The County will furnish all necessary labor, supervision, machinery, equipment, materials, and supplies to perform the work requested by the City in the Scope of Work 5.3 Timing of Work. The County will make every effort to recognize pertinent City deadlines for completion of the requested work, and will notify the City of any hardship or other inability to perform the work requested, including postponement of work due to circumstances requiring the County to prioritize its resources toward emergencyrelated work. 6. Duration This Agreement is effective upon signature by both parties, and shall remain in effect until completion of the work and payment of all sums due hereunder, provided that either party may terminate this Agreement by a written notice received by the other party at least five business days before the work commences. 7. Force Majeure The County's performance under this Agreement shall be excused during any period of force majeure. Force majeure is defined as any condition that is beyond the reasonable control of the County, including but not limited to, natural disaster, severe weather conditions, contract disputes, labor disputes, epidemic, pandemic, delays in acquiring right-of-way or other necessary property or interests in property, permitting delays, or any other delay resulting from a cause beyond the reasonable control of the County. 8. Indemnification and Defense 8.1 Each Party hereto agrees to protect, defend and indemnify the other Party, its officers, 2

4 officials, employees and agents from any and all costs, claims, judgments and/or awards of damages, arising out of or in any way resulting from the Party s default, or negligent act, error or omission in the performance of this Agreement, by the Party, its employees, subcontractors or agents. All claims, demands and obligations resulting from the concurrent negligence of the Parties shall be shared, based upon the percentage of fault attributed to each Party. 8.2 Each Party agrees that its obligations under this provision extend to any claim, demand, and/or cause of action brought by or on behalf of any of its employees, or agents. The foregoing indemnity is specifically and expressly intended to constitute a waiver of each Party s immunity under Washington s Industrial Insurance act, RCW Title 51, as respects the other Party only, and only to the extent necessary to provide each Party with a full and complete indemnity of claims made by the other Party s employees. The parties acknowledge that these provisions were specifically negotiated and agreed upon by them. 8.3 Claims shall include, but not be limited to, defects or mistakes in plans, specifications and/or drawings, assertions that the use or transfer of any software, book, document, report, film, tape, or sound reproduction of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. 8.4 The provisions of this section shall survive the expiration or earlier termination of this Agreement with regard to any event that occurred prior to or on the date of such expiration or earlier termination. 9. Audits and Inspections 9.1 The records and documents pertaining to all matters covered by this Agreement shall be retained and be subject to inspection, review or audit by the County or the City during the term of this Agreement and for three (3) years thereafter. 9.2 Audits and inspections shall be the responsibility of the County. The City shall support the County in meeting audit and inspection requirements. 10. Entire Agreement and Amendments This Agreement contains the entire agreement of the parties hereto and supersedes any and all prior oral or written representations or understandings. This Agreement may only be amended by mutual, written agreement between the parties, provided that the Scope of Work may be amended as described in Section 1.2 above. 11. No Continuing Services This Agreement is valid only for an individual work item, as specified in the Scope of Work. Ongoing services require an interlocal agreement pursuant to Chapter RCW. 3

5 12. No Third Party Rights Nothing contained herein is intended to, nor shall be construed to, create any rights in any third party, or to form the basis for any liability on the part of the parties to this Agreement, or their officials, officers, employees, agents or representatives, to any third party. 13. Waiver of Breach Waiver of any breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 14. Headings The headings in this Agreement are for convenience only and do not in any way limit or amplify the provisions of this Agreement. 15. Invalid Provisions If any provision of this Agreement shall be held invalid, the remainder of the Agreement shall not be affected if such remainder would then continue to serve the purposes and objectives of the parties. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date last written below. KING COUNTY CITY OF MEDINA Brenda Bauer, Division Director Road Services Division Date City Manager Date APPROVED AS TO FORM: APPROVED AS TO FORM: Deputy Prosecuting Attorney City Attorney 4

6 Exhibit Overlay Scope of Work The City requests King County Road Services Division to provide design, specifications, advertisement, construction and construction engineering and other matters pertinent to the inclusion of the City streets for overlay as part of the King County 2016 Overlay Program ( Project ). 1. The City certifies to the County that the City owns the real property or right-of-way to be overlaid and additional real property or right-of-way is not needed. 2. The City agrees and has previously approved to pay for PS&E (plans, specifications, and estimate) costs consisting of on-site review, measurement and calculation of quantities of the City streets for the development of the engineer s estimate. 3. The preparation work for the City street for overlay will be part of the Project. The preparation work may include: pre-leveling, square cut and patching, sub-grade compaction, etc. as agreed to by the City. 4. The replacement and/or repair of any traffic loops, striping, RPMs, and other roadway appurtenances that are removed as required for the overlay shall be included as part of the Project. 5. Any ADA ramps required upgrades shall be part of this Project and included as part of the cost estimate, if applicable. 6. Any work needed on survey monuments must be done in compliance with RCW and WAC including, but not limited to: research, recovery and repair of monuments; preoverlay inventory and referencing; and post overlay monument inspection, verification, or reestablishment. This work shall be included as part of the Project. 7. In the event the County s contractor uncovers any materials while doing work solely related to the completion of the City s portion of the Project that requires special handling and/or disposal under any local, state or federal laws or regulations (including, but not limited to, hazardous waste, dangerous waste, toxic waste or contaminated soil) the City will be responsible for all costs incurred in handling and/or disposing of such materials. 8. The City shall be responsible for all costs associated with the Project. 9. The City, not the County, shall be responsible for meeting all grant requirements. 10. The City and the County shall follow the communication protocol as outlined in the Overlay Communication Plan attached hereto. 5

7 Construction Contract Bidding 1. The County shall prepare the contract bid documents. The County shall provide the City a minimum of one copy of the plans and specifications advertised for bid, and an electronic file of the contract documents. The County shall solicit the construction Contractor in accordance with the applicable statutory requirements for purchasing set forth in King County Code and State Law. 2. The County shall open the bids and shall notify the City of the time and date of the bid opening, which is typically two to three weeks after the Project is advertised. The City may attend the opening of the bids. 3. The County shall award the contract to the lowest responsible bidder for the total Project, subject to applicable laws and regulations. 4. The County shall require that the City is included as an additional insured on the Project contractor(s) insurance policy(s), and that the City is included in the Project contract(s) indemnification provisions and receives the same protection as received by the County. 5. The County assures the City that its procedures are consistent with applicable laws relating to public contract bidding procedures, and the City neither incurs nor assumes any responsibility for the County s bid, award or contracting process. 6. In connection with this Agreement, neither the County nor any party contracting or subcontracting in connection with the Project shall discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation, age or the presence of any sensory, mental or physical handicap in employment or application for employment or in the administration of the delivery of services or any other benefits under this Agreement. The County shall comply fully with all applicable Federal, State, and local laws, ordinances, executive orders and regulations that prohibit such discrimination. Contract Administration 1. The County shall provide the necessary engineering, administrative, inspection, clerical and other services necessary for the completion of the Project. 2. The County shall provide lead inspection services for the Project. The City may furnish an inspector at the City s expense, to periodically monitor compliance with requirements during the construction of the Project. The City s inspector shall advise the County of any deficiencies from the approved construction plans. City personnel shall not communicate directly with or instruct the contractor directly on any matters regarding contract performance and compliance. 3. The City shall notify the County, in writing, of any changes it wishes to make in the construction which affect the Project. The County Road Engineer will have the authority to determine whether any changes requested by the City will be implemented. The City will be financially responsible for those requested construction changes. 4. Prior to the Project completion, the Parties shall perform a mutual final inspection of the Project. The City is responsible for all costs related to providing its own inspector. Final acceptance of the Project shall be by the County Road Engineer or designee. 6

8 Overlay Communication Plan Pre-Construction Phase At or before the Pre-Con, the City will provide contact information including cell number, , and fax number for at least 2 people involved with the overlay. The City must be represented at Pre-Construction Conference. o The County will review communication procedures between the County, Contractor and City at this time. o The City will direct the County for methodology for citizen inquiries and/or complaints. Contractor s schedule(s) will be distributed to the City as received by the County. The City will be responsible for all citizen and utility notification. The City will notify the Resident Engineer for additional service requests such as: o Mobile signage requests o Off duty officer requests o Additional Quality Control not specified in contract. The County will provide the cost estimate for additional services requested. Construction Phase The Resident Engineer will check-in with the City at least once a month if scheduled work is more than a month away. The Resident Engineer will brief the City on progress/status approximately 1-2 weeks prior to work starting in the City. During construction, the Inspector or the Resident Engineer will check in with the City daily. o The County will notify the City of all citizen contacts and disposition, either answered directly or referred to city staff. All changes requested during construction must be a written agreement signed by the City or an authorizing the change (see attached authorization form) per the Change Order Process described above. 7

9 Change Order Process The City shall identify to the County within fifteen (15) calendar days of the verified bid tabulation date, those streets identified with exclusionary language, that are to be deleted from construction. The City streets not identified for exclusion within the fifteen (15) calendar days shall be included with the construction contract. The total cost of the City streets identified with exclusionary language shall not exceed 25% of the City s portion of the Project. During performance of the construction contract, the City shall notify the County, in writing, of any changes or additions it wishes to make in the plans and specification which affect the City s portion of the Project and the County will notify the City which changes or additions shall be made, if feasible. The City shall be liable for all costs increases, (including delays or impacts to the County s contractor) if any, which may be incurred on the Project. 8

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