Transportation Improvement Board Interlocal Grant Agreement for 76th Ave & 212th St Intersection Improvements(1) Intergovernmental Agreement (L) Lease Agreement '
Z (S) Purchase of Services (W) Public Works
W
Z
z Bid/RFP Number:
O
0 Effective Date: _ Completion Date: 12/31 /2026
0 Has the original City contract boilerplate language been modified? OYes J No
I.- If yes, specify which sections have been modified:
pDescription Please return all documents to me and I will forward to TIB for signatures. j
V of Services:
Thank you!
Total Amount of Contract: $ 2,245,318.00
Budget #
Of EDR10� �
M�'VC t 340
CONTRACT ROUTING FORM
No.
(City Clerk Use Only)
Z Qrlginator: Rob English Routed by: Megan Luttrell
0 Department/Division: Engineering - Public Works Date: 12/15/2016
0-
Name of Consultant/Contractor:: Transportation Improvement Board
vi CONTRACT TITLE:
W 76th Ave & 212th St. Intersection Improvements
Type of Contract: 7 (GR) Grants
I
1
Amount: I
J I f
Budget # Amount: J
W
-J Budget #
<
Q Z Are there sufficient funds in the current budget to cover this contract?
Z Remarks:
a:Contract amount is revenue
Authorization Level: Council
1. Project Manager
2. Risk Management/Budget
J 3. City Attorney
4. Consultant/Contractor
J 5. Other
E) Yes O No
✓❑ 6. City Council Approval
Date (if applicable}
❑✓ 7. Mayor
8. City Clerk
12/13/2016
Washington State Transportation Improvement Board
Fuel Tax Grant Agreement
8-1-139(003)-1
City of Edmonds
8-1-139(003
76th Avenue W and 212th Street SW
220th St SW to Olympic View Dr and 84th Ave to 72nd Ave
STATE OF WASHINGTON
TRANSPORTATION IMPROVEMENT BOARD
AND
City of Edmonds
AGREEMENT
THIS GRANT AGREEMENT (hereinafter "Agreement") for the 76th Avenue W and 212th Street
SW, 220th St SW to Olympic View Dr and 84th Ave to 72nd Ave (hereinafter "Project") is
entered into by the WASHINGTON STATE TRANSPORTATION IMPROVEMENT BOARD
(hereinafter "TIB") and City of Edmonds, a political subdivision of the State of Washington
(hereinafter "RECIPIENT").
1.0 PURPOSE
TIB hereby grants funds in the amount of $2,245,318 for the project specified above, pursuant
to terms contained in the RECIPIENT'S Grant Application, supporting documentation, chapter
47.26 RCW, title 479 WAC, and the terms and conditions listed below.
2.0 SCOPE AND BUDGET
The Project Scope and Budget are initially described in RECIPIENT's Grant Application and
incorporated by reference into this Agreement. Scope and Budget will be further developed and
refined, but not substantially altered during the Design, Bid Authorization and Construction
Phases. Any material alterations to the original Project Scope or Budget as initially described in
the Grant Application must be authorized by TIB in advance by written amendment.
3.0 PROJECT DOCUMENTATION
TIB requires RECIPIENT to make reasonable progress and submit timely Project
documentation as applicable throughout the Project. Upon RECIPIENT's submission of each
Project document to TIB, the terms contained in the document will be incorporated by reference
into the Agreement. Required documents include, but are not limited to the following:
a) Project Funding Status Form
b) Bid Authorization Form with plans and engineers estimate
c) Award Updated Cost Estimate
d) Bid Tabulations
e) Contract Completion Updated Cost Estimate with final summary of quantities
f) Project Accounting History
4.0 B1LI_1NG AND PAYMENT
The local agency shall submit progress billings as project costs are incurred to enable TIB to
maintain accurate budgeting and fund management. Payment requests may be submitted as
Fuel Tax Agreement Page 1 of 5 November 2012
Washington State Transportation Improvement Board 8-1-139(003)-1
Fuel Tax Grant Agreement
often as the RECIPIENT deems necessary, but shall be submitted at least quarterly if billable
amounts are greater than $50,000. If progress billings are not submitted, large payments may
be delayed or scheduled in a payment plan.
5.0 TERM OF AGREEMENT
This Agreement shall be effective upon execution by TIB and shall continue through closeout of
the grant or until terminated as provided herein, but shall not exceed 10 years unless amended
by the Parties.
6.0 AMENDMENTS
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 persons authorized to bind each of the
Parties.
7.0 ASSIGNMENT
The RECIPIENT shall not assign or transfer its rights, benefits, or obligations under this
Agreement without the prior written consent of TIB. The RECIPIENT is deemed to consent to
assignment of this Agreement by TIB to a successor entity. Such consent shall not constitute a
waiver of the RECIPIENT's other rights under this Agreement.
8.0 GOVERNANCE & VENUE
This Agreement shall be construed and interpreted in accordance with the laws of the state of
Washington and venue of any action brought hereunder shall be in the Superior Court for
Thurston County.
9.0 DEFAULT AND TERMINATION
9.1 NON-COMPLIANCE
a) In the event TIB determines, in its sole discretion, the RECIPIENT has failed to
comply with the terms and conditions of this Agreement, TIB shall notify the RECIPIENT,
in writing, of the non-compliance.
b) In response to the notice, RECIPIENT shall provide a written response within 10
business days of receipt of TIB's notice of non-compliance, which should include either a
detailed plan to correct the non-compliance, a request to amend the Project, or a denial
accompanied by supporting details.
c) TIB will provide 30 days for RECIPIENT to make reasonable progress toward
compliance pursuant to its plan to correct or implement its amendment to the Project.
d) Should RECIPIENT dispute non-compliance, TIB will investigate the dispute and
may withhold further payments or prohibit the RECIPIENT from incurring additional
reimbursable costs during the investigation.
9.2 DEFAULT
RECIPIENT may be considered in default if TIB determines, in its sole discretion, that:
Fuel Tax Agreement Page 2 of 5 November 2012
Washington State Transportation Improvement Board 8-1-139(003)-1
Fuel Tax Grant Agreement
a) RECIPIENT is not making reasonable progress toward correction and
compliance.
b) TIB denies the RECIPIENT's request to amend the Project.
c) After investigation TIB confirms RECIPIENT'S non-compliance.
TIB reserves the right to order RECIPIENT to immediately stop work on the Project and
TIB may stop Project payments until the requested corrections have been made or the
Agreement has been terminated.
9.3 TERMINATION
a) In the event of default by the RECIPIENT as determined pursuant to Section 9.2,
TIB shall serve RECIPIENT with a written notice of termination of this Agreement, which
shall be served in person, by email or by certified letter. Upon service of notice of
termination, the RECIPIENT shall immediately stop work and/or take such action as may
be directed by TIB.
b) In the event of default and/or termination by either PARTY, the RECIPIENT may
be liable for damages as authorized by law including, but not limited to, repayment of
grant funds.
c) The rights and remedies of TIB provided in the AGREEMENT are not exclusive
and are in addition to any other rights and remedies provided by law.
9.4 TERMINATION FOR NECESSITY
TIB may, with ten (10) days written notice, terminate this Agreement, in whole or in part,
because funds are no longer available for the purpose of meeting TIB's obligations. If
this Agreement is so terminated, TIB shall be liable only for payment required under this
Agreement for performance rendered or costs incurred prior to the effective date of
termination.
10.0 USE OF TIB GRANT FUNDS
TIB grant funds come from Motor Vehicle Fuel Tax revenue. Any use of these funds for
anything other than highway or roadway system improvements is prohibited and shall subject
the RECIPIENT to the terms, conditions and remedies set forth in Section 9. If Right of Way is
purchased using TIB funds, and some or all of the Right of Way is subsequently sold, proceeds
from the sale must be deposited into the RECIPIENT's motor vehicle fund and used for a motor
vehicle purpose.
11.0 INCREASE OR DECREASE IN TIB GRANT FUNDS
At Bid Award and Contract Completion, RECIPIENT may request an increase in the TIB funds
for the specific project. Requests must be made in writing and will be considered by TIB and
awarded at the sole discretion of TIB. All increase requests must be made pursuant to WAC
479-05-202 and/or WAC 479-01-060. If an increase is denied, the recipient shall be liable for
costs incurred in excess of the grant amount. In the event that final costs related to the specific
project are less than the initial grant award, TIB funds will be decreased and/or refunded to TIB
in a manner that maintains the original ratio between TIB funds and total project costs.
Fuel Tax Agreement Page 3 of 5 November 2012
Washington State Transportation Improvement Board 8-1-139(003)-1
Fuel Tax Grant Agreement
12.0 INDEPENDENT CAPACITY
The RECIPIENT shall be deemed an independent contractor for all purposes and the
employees of the RECIPIENT or any of its contractors, subcontractors, and employees thereof
shall not in any manner be deemed employees of TIB.
13.0 INDEMNIFICATION AND HOLD HARMLESS
The PARTIES agree to the following:
Each of the PARTIES, 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, arising out of, or in
any way resulting from, that PARTY's own negligent acts or omissions which may arise in
connection with its performance under 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 is caused by the sole negligence of the other PARTY. Where such claims,
suits, or actions result from the concurrent negligence of the PARTIES, the indemnity provisions
provided herein shall be valid and enforceable only to the extent of a PARTY's own negligence.
Each of the PARTIES agrees that its obligations under this subparagraph extend to any claim,
demand and/or cause of action brought by, or on behalf of, any of its employees or agents. For
this purpose, each of the PARTIES, by mutual negotiation, hereby waives, with respect to the
other PARTY only, any immunity that would otherwise be available to it against such claims
under the Industrial Insurance provision of Title 51 RCW. In any action to enforce the provisions
of the Section, the prevailing PARTY shall be entitled to recover its reasonable attorney's fees
and costs incurred from the other PARTY. The obligations of this Section shall survive
termination of this Agreement.
14.0 DISPUTE RESOLUTION
a) The PARTIES shall make good faith efforts to quickly and collaboratively resolve any
dispute arising under or in connection with this AGREEMENT. The dispute resolution
process outlined in this Section applies to disputes arising under or in connection with
the terms of this AGREEMENT.
b) Informal Resolution. The PARTIES shall use their best efforts to resolve disputes
promptly and at the lowest organizational level.
c) In the event that the PARTIES are unable to resolve the dispute, the PARTIES shall
submit the matter to non -binding mediation facilitated by a mutually agreed upon
mediator. The PARTIES shall share equally in the cost of the mediator.
d) Each PARTY agrees to compromise to the fullest extent possible in resolving the dispute
in order to avoid delays or additional incurred cost to the Project.
e) The PARTIES agree that they shall have no right to seek relief in a court of law until and
unless the Dispute Resolution process has been exhausted.
Fuel Tax Agreement Page 4 of 5 November 2012
Washington State Transportation Improvement Board 8-1-139(003)-1
Fuel Tax Grant Agreement
15.0 ENTIRE AGREEMENT
This Agreement, together with the RECIPIENT'S Grant Application, the provisions of chapter
47.26 Revised Code of Washington, the provisions of title 479 Washington Administrative Code,
and TIB Policies, constitutes the entire agreement between the PARTIES and supersedes all
previous written or oral agreements between the PARTIES.
16.0 RECORDS MAINTENANCE
The RECIPIENT shall maintain books, records, documents, data and other evidence relating to
this Agreement and performance of the services described herein, including but not limited to
accounting procedures and practices which sufficiently and properly reflect all direct and indirect
costs of any nature expended in the performance of this Agreement. RECIPIENT shall retain
such records for a period of six years following the date of final payment. At no additional cost,
these records, including materials generated under the Agreement shall be subject at all
reasonable times to inspection, review or audit by TIB personnel duly authorized by TIB, the
Office of the State Auditor, and federal and state officials so authorized by law, regulation or
agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the
records shall be retained until all litigation, claims, or audit findings involving the records have
been resolved.
Approved as to Form
Attorney General
M
Signature on file
Guy Bowman
Assistant Attorney General
Lead Agency
Print Name
Transportation Improvement Board
Executive Director Date
Print Name
Fuel Tax Agreement Page 5 of 5 November 2012
'� Transportation Improvement Board
7m) Project Funding Status Form
Agency: EDMONDS TIBProject Number: 8-1-139(003)-1
Project Name: 76th Avenue W and 212th Street SW
220th St SW to Olympic View Dr and 84th Ave to 72nd Ave
Verify the information below and revise if necessary.
Return to:
Transportation Improvement Board
PO Box 40901
Olympia, WA 98504-0901
PROJECT SCHEDULE
I
Construction Approval Date
Contract Bid Award
Contract Completion
PROJECT FUNDING PARTNERS
I ict nririitinnal f inriin❑ nnrtnPrs and amount
Target Dates
JANuAR / ' ) -7
HpK(A '1f
DEt:Er1BElk ' I--T
Funding Partners
Amount
Revised Funding
EDMONDS
1,971,559
WSDOT
0
Federal Funds
0
CMAQ
3,020,000
Verdant
580,000
I
TOTAL LOCAL FUNDS
5,571,559
Signatures are required from two different agency officials. Return the originally
signed form to the TIB office.
May Public Works Director
.- '�w "�P' . P, k "',\
ignature
1. A 47-- f.
1.�L •�� • 1 to
Dale '
w A
Transportation Improvement Board
Revised Complete Streets Work Plan
Agency City of Edmonds
Agency Contact Bertrand Hauss
hertran .hauss@edmondswa.g
Phone 425-771-0220 Email OV
Proposed Work Item
Sidewalk enhancements along 238th
Street SE between SR 99 and SR
104
Complete Streets Award
Total Work Plan
Complete Streets Funding $250,000
Description - Complete Streets
Funding
This project will widen the 1,000 linear foot of proposed
sidewalk on the north side of 238th St. SW between SR-
104 and SR-99 from 5' to 7' (in order to meet City of
Edmonds Sidewalk Requirements based on Land Use $250,000
Category) and complete pedestrian improvements to the
existing island on the west side of the project limit (SR-
104 @ 238th St. SW) .
Agency Certification
Certification ifir,
ea
given that the proposed work plan represents
projects that rt and reflect ou�mmitment to the Complete Streets
ordinance an.
M/�7AR
5ignature of Auth_horiz-ed]�Agg�eenncy Official� � Date
Agency Mcfa am 'Mle - pl�lyl
REVISED Complete Streets Work Plan - CITY OF EDMONDS (3) (4).xls\Workplan
Revised Dec 2017
TIB Approval
Estimated
Completion Year
2018
Project Engineer Review Date I °j .-0 l
Engineering Manager Date `
Executive Director V� ^� �jt.�j Date ✓ �� c-�
TIB Members
Councilmember Sam Crawford, Chair
Whotcom County
ouncilmember Jeanne Burbidge, V. Chair
City of Federal Way
Jim Albert
Office of Financial Management
Pasco Bakotich, P.E.
WSDOT
Todd Coleman, P.E.
Port of Vancouver
Kathleen Davis
WSDOT
Mark Freiberger, P.E.
City of Sedro-Woolley
Mayor James Irish
City of La Center
Councilmember R.E. Bob Olson
City of Kennewick
Laura Philpot, P.E.
Cityof sommamish
Heidi Stamm
Hs Public Affairs
Commissioner Richard Stevens
Grant County
Harold Taniguchi
King County Metro Transit
John Vodopich
City of Bonney Lake
Jay Weber
County Road Administration Board
Ralph Wessels, D.E.
Bicycle Alliance of Washington
Clay White
Snohomish County
Stevan E. Gorcester
Executive Director
P.O. Box 40901
Olympia, WA 98504-0901
Phone: 360-586-1140
Fax: 360-586-1165
www.tib.wa.gov
Washington State
Transportation Improvement Board
November 25, 2013
Mr. Rob English, P.E.
City Engineer
City of Edmonds
121 5th Avenue North
Edmonds, WA 98020-3145
Dear Mr. English:
Congratulations! We are pleased to announce the selection of your project, 228th Street
SW/SR 99, 80th Ave to 1,000 e/o 72nd/228th St SW to 76th Ave, TIB project number
8-1-139(002)-1.
Total TIB funds for this project are $1,722,000.
Before any work is allowed on this project, you must:
• Verify the information on the Project Funding Status Form, revise if necessary, and
sign;
• Sign both copies of the Fuel Tax Grant Distribution Agreement; and
• Return the above items to TIB.
You may only incur reimburseable expenses after you receive approval from TIB.
In accordance with RCW 47.26.84, you must certify full funding by November 22, 2014 or
the grant may be terminated. Grants may also be rescinded due to unreasonable project
delay as described in WAC 479-05-211.
If you have questions, please contact Greg Armstrong, TIB Project Engineer, at
(360) 586-1142 or e-mail GregA@tib.wa.gov.
Sincerely,
Stevan Gorcester
Executive Director
Enclosures
Investing in your local community
Transportation Improvement Board
Project Funding Status Fora
Agency: EDMONDS TIB Project Number: 8-1-139(002)-1
Project Name: 228th Street SW/SR 99
80th Ave to 1,000 e/o 72nd/228th St SW to 76th Ave
Verify the information below and revise if necessary
Return to:
Transportation Improvement Board
PO Box 40901
Olympia, WA 98504-0901
PROJECT SCHEDULE
Construction Approval Date
Contract Bid Award
Contract Completion
PROJECT FUNDING PARTNERS
List additional fundin partners and amount.
Funding Partners Amount
EDMONDS 191,000
WSDOT 0
Federal Funds 536,000
HSIP 4,234,000
TOTAL LOCAL FUNDS 4,961,000
Target Dates
Apr 2014
Sep 2015
Revised Funding
Signatures are required from two different agency officials. Return the originally
signed form to the TIB office.
Mayor or Public Works Director
ignature
Printed or Typed Name
Financial Officer
Signature
Printed or Typed Name
Date
Titla
Date
TIB Project Funding Status Form
MEMORANDUM
"C. 10,`,
Date: January 27, 2014
To: Mayor Earling
From: Linda Hynd, City Clerk's Office
Subject: Agreement with State of Washington — Transportation Improvement Board
Attached are two copies of a grant agreement with the State of Washington Transportation Board
for a funding grant on the 228th St. SW/SR 99, 80"' Ave.to 72°d/228t" St. SW to 76" Ave., for
your signature.
Please sign each document where indicated and return them to the City Clerk's Office for
processing.
Thank you!
City of Edmonds City Clerk's Office
�~— Washington State Transportation Improvement Board
Fuel Tax Grant Agreement
8-1-139(002)-1
City of Edmonds
8-1-139(002)-1
228th Street SW/SR 99
80th Ave to 1,000 e/o 72nd/228th St SW to 76th Ave
STATE OF WASHINGTON
TRANSPORTATION IMPROVEMENT BOARD
AND
City of Edmonds
AGREEMENT
THIS GRANT AGREEMENT (hereinafter "Agreement") for the 228th Street SW/SR 99, 80th Ave
to 1,000 e/o 72nd/228th St SW to 76th Ave (hereinafter "Project") is entered into by the
WASHINGTON STATE TRANSPORTATION IMPROVEMENT BOARD (hereinafter "TIB") and
City of Edmonds, a political subdivision of the State of Washington (hereinafter "RECIPIENT").
1.0 PURPOSE
TIB hereby grants funds in the amount of $1,722,000 for the project specified above, pursuant
to terms contained in the RECIPIENT'S Grant Application, supporting documentation, chapter
47.26 RCW, title 479 WAC, and the terms and conditions listed below.
2.0 SCOPE AND BUDGET
The Project Scope and Budget are initially described in RECIPIENT's Grant Application and
incorporated by reference into this Agreement. Scope and Budget will be further developed and
refined, but not substantially altered during the Design, Bid Authorization and Construction
Phases. Any material alterations to the original Project Scope or Budget as initially described in
the Grant Application must be authorized by TIB in advance by written amendment.
3.0 PROJECT DOCUMENTATION
TIB requires RECIPIENT to make reasonable progress and submit timely Project
documentation as applicable throughout the Project. Upon RECIPIENT's submission of each
Project document to TIB, the terms contained in the document will be incorporated by reference
into the Agreement. Required documents include, but are not limited to the following:
a) Project Funding Status Form
b) Bid Authorization Form with plans and engineers estimate
c) Award Updated Cost Estimate
d) Bid Tabulations
e) Contract Completion Updated Cost Estimate with final summary of quantities
f) Project Accounting History
4.0 BILLING AND PAYMENT
The local agency shall submit progress billings as project costs are incurred to enable TIB to
maintain accurate budgeting and fund management. Payment requests may be submitted as
often as the RECIPIENT deems necessary, but shall be submitted at least quarterly if billable
a-/04 ,�o
Fuel Tax Agreement Page 1 of 5 November 2012 lx7 mod_/
Washington State Transportation Improvement Board 8-1-139(002)-9
Fuel Tax Grant Agreement
amounts are greater than $50,000. If progress billings are not submitted, large payments may
be delayed or scheduled in a payment plan.
5.0 TERM OF AGREEMENT
This Agreement shall be effective upon execution by TIB and shall continue through closeout of
the grant or until terminated as provided herein, but shall not exceed 10 years unless amended
by the Parties.
6.0 AMENDMENTS
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 persons authorized to bind each of the
Parties.
7.0 ASSIGNMENT
The RECIPIENT shall not assign or transfer its rights, benefits, or obligations under this
Agreement without the prior written consent of TIB. The RECIPIENT is deemed to consent to
assignment of this Agreement by TIB to a successor entity. Such consent shall not constitute a
waiver of the RECIPIENT's other rights under this Agreement.
8.0 GOVERNANCE & VENUE
This Agreement shall be construed and interpreted in accordance with the laws of the state of
Washington and venue of any action brought hereunder shall be in the Superior Court for
Thurston County.
9.0 DEFAULT AND TERMINATION
9.1 NON-COMPLIANCE
a) In the event TO determines, in its sole discretion, the RECIPIENT has failed to
comply with the terms and conditions of this Agreement, TO shall notify the RECIPIENT,
in writing, of the non-compliance.
b) In response to the notice, RECIPIENT shall provide a written response within 10
business days of receipt of TIB's notice of non-compliance, which should include either a
detailed plan to correct the non-compliance, a request to amend the Project, or a denial
accompanied by supporting details.
c) TIB will provide 30 days for RECIPIENT to make reasonable progress toward
compliance pursuant to its plan to correct or implement its amendment to the Project.
d) Should RECIPIENT dispute non-compliance, TO will investigate the dispute and
may withhold further payments or prohibit the RECIPIENT from incurring additional
reimbursable costs during the investigation.
9.2 DEFAULT
RECIPIENT may be considered in default if TIB determines, in its sole discretion, that:
Fuel Tax Agreement Page 2 of 5 November 2012
Washington State Transportation Improvement Board 8-1-139(002)-1
Fuel Tax Grant Agreement
a) RECIPIENT is not making reasonable progress toward correction and
compliance.
b) TIB denies the RECIPIENT's request to amend the Project.
c) After investigation TIB confirms RECIPIENT'S non-compliance.
TIB reserves the right to order RECIPIENT to immediately stop work on the Project and
TIB may stop Project payments until the requested corrections have been made or the
Agreement has been terminated.
9.3 TERMINATION
a) In the event of default by the RECIPIENT as determined pursuant to Section 9.2,
TIB shall serve RECIPIENT with a written notice of termination of this Agreement,, which
shall be served in person, by email or by certified letter. Upon service of notice of
termination, the RECIPIENT shall immediately stop work and/or take such action as may
be directed by TIB.
b) In the event of default and/or termination by either PARTY, the RECIPIENT may
be liable for damages as authorized by law including, but not limited to, repayment of
grant funds.
c) The rights and remedies of TIB provided in the AGREEMENT are not exclusive
and are in addition to any other rights and remedies provided by law.
9.4 TERMINATION FOR NECESSITY
TIB may, with ten (10) days written notice, terminate this Agreement, in whole or in part,
because funds are no longer available for the purpose of meeting TIB's obligations. If
this Agreement is so terminated, TIB shall be liable only for payment required under this
Agreement for performance rendered or costs incurred prior to the effective date of
termination.
10.0 USE OF TIB GRANT FUNDS
TIB grant funds come from Motor Vehicle Fuel Tax revenue. Any use of these funds for
anything other than highway or roadway system improvements is prohibited and shall subject
the RECIPIENT to the terms, conditions and remedies -set forth in Section 9. If Right of Way is
purchased using TIB funds, and some or all of the Right of Way is subsequently sold, proceeds
from the sale must be deposited into the RECIPIENT's motor vehicle fund and used for a motor
vehicle purpose.
11.0 INCREASE OR DECREASE IN TIB GRANT FUNDS
At Bid Award and Contract Completion, RECIPIENT may request an increase in the TIB funds
for the specific project. Requests must be made in writing and will be considered by TIB and
awarded at the sole discretion of TIB. All increase requests must be made pursuant to WAC
479-05-202 and/or WAC 479-01-060. If an increase is denied, the recipient shall be liable for
costs incurred in excess of the grant amount. In the event that final costs related to the specific
project are less than the initial grant award, TIB funds will be decreased and/or refunded to TIB
in a manner that maintains the original ratio between TIB funds and total project costs.
Fuel Tax Agreement Page 3 of 5 November 2012
Washington State Transportation Improvement Board 8-1-139(002)-1
Fuel Tax Grant Agreement
12.0 INDEPENDENT CAPACITY
The RECIPIENT shall be deemed an independent contractor for all purposes and the
employees of the RECIPIENT or any of its contractors, subcontractors, and employees thereof
shall not in any manner be deemed employees of TIB.
13.0 INDEMNIFICATION AND HOLD HARMLESS
The PARTIES agree to the following:
Each of the PARTIES, 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, arising out of, or in
any way resulting from, that PARTY's own negligent acts or omissions which may arise in
connection with its performance under 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 is caused by the sole negligence of the other PARTY. Where such claims,
suits, or actions result from the concurrent negligence of the PARTIES, the indemnity provisions
provided herein shall be valid and enforceable only to the extent of a PARTY's own negligence.
Each of the PARTIES agrees that its obligations under this subparagraph extend to any claim,
demand and/or cause of action brought by, or on behalf of, any of its employees or agents. For
this purpose, each of the PARTIES, by mutual negotiation, hereby waives, with respect to the
other PARTY only, any immunity that would otherwise be available to it against such claims
under the Industrial Insurance provision of Title 51 RCW. In any action to enforce the provisions
of the Section, the prevailing PARTY shall be entitled to recover its reasonable attorney's fees
and costs incurred from the other PARTY. The obligations of this Section shall survive
termination of this Agreement.
14.0 DISPUTE RESOLUTION
a) The PARTIES shall make good faith efforts to quickly and collaboratively resolve any
dispute arising under or in connection with this AGREEMENT. The dispute resolution
process outlined in this Section applies to disputes arising under or in connection with
the terms of this AGREEMENT.
b) Informal Resolution. The PARTIES shall use their best efforts to resolve disputes
promptly and at the lowest organizational level.
c) In the event that the PARTIES are unable to resolve the dispute, the PARTIES shall
submit the matter to non -binding mediation facilitated by a mutually agreed upon
mediator. The PARTIES shall share equally in the cost of the mediator.
d) Each PARTY agrees to compromise to the fullest extent possible in resolving the dispute
in order to avoid delays or additional incurred cost to the Project.
e) The PARTIES agree that they shall have no right to seek relief in a court of law until and
unless the Dispute Resolution process has been exhausted.
Fuel Tax Agreement Page 4 of 5 November 2012
Washington State Transportation Improvement Board 8-1-139(002)-1
Fuel Tax Grant Agreement
15.0 ENTIRE AGREEMENT
This Agreement, together with the RECIPIENT'S Grant Application, the provisions of chapter
47.26 Revised Code of Washington, the provisions of title 479 Washington Administrative Code,
and TIB Policies, constitutes the entire agreement between the PARTIES and supersedes all
previous written or oral agreements between the PARTIES.
16.0 RECORDS MAINTENANCE
The RECIPIENT shall maintain books, records, documents, data and other evidence relating to
this Agreement and performance of the services described herein, including but not limited to
accounting procedures and practices which sufficiently and properly reflect all direct and indirect
costs of any nature expended in the performance of this Agreement. RECIPIENT shall retain
such records for a period of six years following the date of final payment. At no additional cost,
these records, including materials generated under the Agreement shall be subject at all
reasonable times to inspection, review or audit by TIB personnel duly authorized by TIB, the
Office of the State Auditor, and federal and state officials so authorized by law, regulation or
agreement..
If any litigation, claim or audit is started before the expiration of the six (6) year period, the
records shall be retained until all litigation, claims, or audit findings involving the records have
been resolved.
Approved as to Form
Attorney General
0
Signature on file
Guy Bowman
Assistant Attorney General
Lead Agency
Transportation Improvement Board
4
Executive Direato €3ate
Stevan Gorceester
Print Name
Fuel Tax Agreement Page 5 of 5 November 2012