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Department of Transportation City of Edmonds Creative District AgreementNo. CONTRACT ROUTING FORM 20220411 (City Clerk Use Only) Originator: Frances Chapin/Doug Merriman Routed by: Frances Chapin O I DepartmentlDivision: Economic Develop/Cultural Services Date: 3/31/22 a p� Name of Cons ultant/Contractor: WSDOT wCONTRACT TITLE: 0 City of Edmonds Creative District Agreement Type of Contract: 0 (GR) Grants (�) (1) Intergovernmental Agreement 0 (L) Lease Agreement 11-- 0 (S) Purchase of Services (W) Public Works Q (0).Other Z -- W Z Project/Bid/RFP No: u Effective Date: 04-11-2022 I— S) Has the original contract boilerplate language been modified? If yes, specify which sections have been modified: p Description Signage for the Edmonds Creative District V of Services: Total Amount of Contract: 4094.30 Completion Date: 08-31-2022 0 Yes LJ No U) Budget # Amount: Budget # J W Budge► # Amount: Budget # G Q Budget # Amount: Budget # v Z Are there sufficient funds in the current budget to cover this contract? Yes No Z LL Remarks: -- Authorization Level: W ❑ 1. Project Manager ❑ 6. City Council Approval a ❑ 2. Risk Management/Budget ❑ Date (if applicable) ! Z ❑ 3. City Attorney ❑ 7. Mayor N❑ 4. consultant/Contractor ❑ 8. City Clerk ❑ 5. Other --- Amount: Amount: Amount: WSDOT # GCB 3677 INTERAGENCY AGREEMENT BETWEEN CITY OF EDMONDS - CREATIVE DISTRICT AND WASHINGTON STATE DEPARTMENT OF TRANSPORTATION This Agreement is between the Washington State Department of Transportation, hereinafter referred to as "WSDOT", and the City of Edmonds - Creative District, and hereinafter referred to as "Art District" collectively the "Parties" and individually the "Party." WHEREAS, the Art District seeks to promote and improve communities with state -certified creative districts within the state of Washington by installing signs along state highways, notifying the traveling public about these creative districts per RCW 43.46, and WHEREAS, the Art District requested WSDOT's assistance in manufacturing and installing the signs necessary for notification purposes, and WHEREAS, WSDOT has expressed its willingness to assist Art District and has the required materials, equipment and expertise to perform the requested work, NOW THEREFORE, pursuant to the above recitals that are incorporated as if included below, chapter 39.34 RCW, and in consideration of the terns, conditions, and performances contained herein, and attached Exhibits which are incorporated and made a part hereof, IT IS MUTUALLY AGREED AS FOLLOWS: 1. GENERAL It is the purpose of this Agreement to have WSDOT fabricate and install "Creative District" signs as specified in Exhibit "A" on various state highways. 2. STATEMENT OF WORK The Parties agree Exhibit A details the WORK performed under the terms of this Agreement. Art District may assign work to WSDOT only as authorized by as agreed upon in the Exhibit which shall at minimum include sign type, sign location, and cost estimate, including WSDOT indirect costs. 3. PERIOD OF PERFORMANCE Subject to its other provisions, the period of performance of this Agreement shall commence upon the date of execution and terminate on August 31, 2022. 4. PAYMENT Art District, in consideration of the faithful performance of the work done by WSDOT, agrees to reimburse WSDOT twenty-five (25) % of the actual direct and related indirect costs incurred for the fabrication and installation of the signs. An invoice showing labor, equipment, and materials used and the costs for each will support each payment request. These payments are not to be more than one (1) per month. It is agreed that any partial payments will not constitute agreement as to the appropriateness of any item and that, at the time of final payment, all required adjustments will be made. WSDOT shall submit a final billing to Art District within six months or 120 calendar days following completion of the work involved. Page 1 of 12 WSDOT # GCB 3677 5. DUPLICATION OF BILLED COSTS WSDOT shall not bill Art District for services performed under this contract, and Art District shall not pay WSDOT, if WSDOT is entitled to payment or has been or will be paid by any other source, including grants, for that service. 6. FUNDING CONTINGENCY In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to completion of the work in this Agreement, Art District may: • Terminate this Agreement with thirty (30) days advance notice. If this Agreement is terminated, the Parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. • Renegotiate the terms of the Agreement under those new funding limitations and conditions. • After a review of project expenditures and deliverable status, extend the end date of this Agreement and postpone deliverables or portions of deliverables or, • Pursue such other alternative as the Parties mutually agree to writing. 7. MAINTENANCE OF RECORDS The Parties to this Agreement shall each maintain books, records, documents, and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either Party in the performance of the service(s) described herein. These records shall be subject to inspection, review or audit by personnel of all Parties, other personnel duly authorized by all Parties, the State Auditor's Office, and federal officials so authorized by law. All books, records, documents, and other material relevant to this Agreement will be retained for six years after expiration of the contract, and the State Auditor's Office, federal auditors, and any persons duly authorized by the Parties shall have full access and the right to examine any of these materials during this period. 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. Records and other documents, in any medium, furnished by one Party to this Agreement to the other Parties, will remain the property of the furnishing Party, unless otherwise agreed. The receiving Parties will not disclose or make available any confidential information to any third Parties without first giving notice to the furnishing Party and giving it a reasonable opportunity to respond. Each Party will utilize reasonable security procedures and protections to assure that records and documents provided by the other Party are not erroneously disclosed to third Parties. However, the Parties acknowledge that State Agencies are subject to chapter 42.56 RCW, the Public Records Act. 8. SITE SECURITY While on Agency premises, each of the Parties, its agents, employees, or Subcontractors shall comply with the Agency security policies and regulations. 9. INDEPENDENT CAPACITY The employees or agents of each Party who are engaged in the performance of this Agreement shall continue to be employees or agents of that Party and shall not be considered for any purpose to be employees or agents of the other Parties. 10. AMENDMENT 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. Page 2 of 12 WSDOT # GCB 3677 11. TERMINATION FOR CONVENIENCE Either Party may terminate this Agreement upon 30 calendar days' prior written notification to the other Party. If this Agreement is so terminated, the Parties shall be liable only for performance rendered or costs incurred in accordance with the teens of this Agreement prior to the effective date of termination. 12. TERMINATION FOR CAUSE If for any cause any Party does not fulfill in a timely and proper manner its obligations under this Agreement, or if any Party violates any of these terms and conditions, the aggrieved Party will give the other written notice of such failure or violation. The responsible Party will be given the opportunity to correct the violation or failure within 15 working days. If the failure or violation is not corrected, this Agreement may be terminated immediately by written notice of the aggrieved Party to the others. 13. HOLD HARMLESS WSDOT and the Art District are part of the State of Washington and protected by the State's self-insurance liability program as provided by RCW 4.92.130. All Parties agree to be responsible for their own negligence and for that of their own officers, employees, and agents. No Party shall be responsible for the negligence of another Party to this Agreement. 14. AGREEMENT ALTERATIONS AND AMENDMENTS WSDOT and the Art District may mutually amend this Agreement. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind the Parties. 15. DISPUTES Consistent with RCW 43.17.320 through .340, the Parties shall make every effort to resolve disputes arising out of or relating to this Agreement through discussion and negotiation. In the event discussion and negotiation fail to resolve a dispute arising 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 two additional members to the Dispute Board. The Dispute Board shall review the facts, 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 associated with the additional members will be equally split between the Parties. As an alternative to this process, either of the Parties may request intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control. 16. GOVERNING LAW AND VENUE This Agreement shall be construed and interpreted in accordance with the laws of the state of Washington and the venue of any action brought under this Agreement shall be in Superior Court for Thurston County. 17. ASSURANCES The Parties agree that all activity pursuant to this Agreement shall be in accordance with all applicable federal, state, and local laws, rules, and regulations, as they currently exist or as amended. 18. ASSIGNMENT The work to be provided under this Agreement, and any claim arising under this Agreement, is not assignable or delegable by either Party in whole or in part, without the express prior written consent of the other Parties, which consent shall not be unreasonably withheld. 19. WAIVER A failure by a Party to exercise its rights under this Agreement shall not preclude that Party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement. Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be Page 3 of 12 WSDOT # GCB 3677 construed to be a modification of the terms of this Agreement unless stated to be such in writing and signed by personnel authorized to bind each of the Parties. 20. SEVERABILITY If any term or condition of this Agreement is held invalid, such invalidity shall not affect the validity of the other terms or conditions of this Agreement. 21. ALL WRITINGS CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the Parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the Parties hereto. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day, month, and year last written below. City of Edmonds - Creative District 4111 /2022 (Si iature) (Date) WASHINGTON STATE DEPARTMENT OF TRANSPORTATION L9� 4/18/2022 (Sign e) (Date) Mike Nelson Mayor Dongho Chang, State Traffic Engineer (Print Name) (Title) (Print Name) Page 4 of 12 (Title) WSDOT # GCB 3677 EXHIBIT A — Edmonds Creative District Signs I-5 Mainline — Milepost 179.32 Southbound JW Images -OD5Dec 2021:SRMP179.33/ARM 17931 —W� - _ Remove existing signs and install sign new Supplemental Guide sign (15AIT). Kingston Washington Creative Ferry District Kenmore NEXT EXIT 2T R - !Ibk VhRAgm-Eer/' / EAb]]C VI.6rzjal, EI.FL 3(Ey�EAEGM IEJ.T EYIi E?( Page 5 of 12 WSDOT # GCB 3677 EXHIBIT A — Edmonds Creative District Signs I-5 Ramp (Rl 17843) — Milepost 0.62 Southbound Install new sign below the existing guide sign above. 3.0" Radius, 0.8" Border, White on Green: "Washington Creative District". C 2K 62% spacing; Standard Arrow Custom 11.1" X 6 8" 0°; Page 6 of 12 EXHIBIT A — Edmonds Creative District Signs State Route 99 — Milepost 43.59 Northbound PW - r-1 bu WSDOT # GCB 3677 Install the sign on vertical post of the cantilever just below the horizontal trusses. 9� 10 60" Ito tllo5 1 5" Border, While on Green: 'Washington", D 2K 90% spacing: "Creah-". D 2K: 'Dislrcl'. D 2K: Arrow 1 • 12.8' 45": Page 7 of 12 WSDOT # GCB 3677 EXHIBIT A — Edmonds Creative District Signs State Route 99 — Milepost 44.07 Southbound 099 De. 2621- 9RMP 3C.D81 ARM u7.ur ..q Install the sign on new signpost just beyond the raised curb in the parking area. 6L 22.9- aJ �8 6 0" Radius, 1.5" Border, White on Green; "Washington", D 2K 70% spacing; "Creative", D 2K; "District", D 2K; "RIGHT', C 2K; "AT SIGNAL", C 2K; EXHIBIT A — Edmonds Creative District Signs State Route 104 Milepost 24.49 Eastbound (Main Street and Edmonds Way Intersection) Page 8 of 12 24" 36" •,:c:+ exx:r�r WSDOT # GCB 3677 Page 9of12 EXHIBIT A — Edmonds Creative District Signs SR 104 — Milepost 24.88 Westbound (Ferry Holding Lane) 24" 36" Page 10 of 12 WSDOT # GCB 3677 WSDOT # GCB 3677 EXHIBIT A — Edmonds Creative District Signs SR 524 — Milepost 0.35 Westbound (North of 3rd Avenue N and 41h Avenue N Intersection) Oz, W 36" Page 11 of 12 WSDOT # GCB 3677 EXHIBIT A - Edmonds Creative District Signs ESTIMATED - DIRECT & INDIRECT COSTS Washington -Edmonds Creative District Signs DATE: 3/28/2022 UNITS UNIT PRICE QUANTITY AMOUNT (FABRICATION & SHIPPING 1 - 15'X12' SIGN (1-5 Mainline - Milepost 179.32 Southbound) Square Feet $18.00 180.0 $3.240.00 1 - 9'X1.5' SIGN (1-5 Ramp (R1 17843) - Milepost 0.62 Southbound) Square Feet $18.00 13.5 $243.00 1 - 4'X4.5' SIGN (State Route 99 - Milepost 43.59 Northbound) Square Feet $18.00 18.0 $324.00 1 - 4'X4.5' SIGN (State Route 99 - Milepost 44.07 Southbound) Square Feet $18.00 18.0 $324.00 :3 - 2'X3' EDMONDS CREATIVE DISTRICT SIGNS Square Feet $18.00 18.0 $324.00 SUBTOTALl $4,455.00 (MATERIALS ,Z BAR ALUMINUM 3"X3"Xi/4"X25' LONG EACH 1 $185.00 1.0 $185.00 'WINDBEAM ALUMINUM 2.5"X3"X25' LONG TEACH $110.00 3.0 $330.00 .ALUMINUM SIGN POSTASSEMBLY CLIPS W/BOLT, NUTAND WASHER EACH $2.85 20.0 $57.00 100' - STAINLESS STEEL BANDING ROLL FOR MOUNTING SIGNS TO POLES EACH $200.00 0.3 $50,00 SIGN BAND CLAMPS FOR POLES EACH $8.00 9.0 $72.00 2.5"X2.5"X16' PERFORATED SQUARE STEEL SIGN POSTS EACH $75.00 2.0 $150.00 SIGN MOUNTING HARDWARE (NUTS, BOLTS, WASHERS & RIVETS EACH $25.00 1.0 $25.00 HEAVY DUTY ANCHOR FOR 2.5" SQUARE STEEL SIGN POSTS EACH $38.00 2.0 $76.00 COMMERCIAL GRADE CONCRETE 60 LBS. BAGS EACH $7.00 10.01 $70.00 SUBTOTALl $1,015.00 INSTALLATION - LABOR HIGHWAY MAINTENANCE SUPERVISOR HOUR $58.28 20 $1,165.60 MIANTENANCE SPECIALIST HOUR $51.48 8 $411.84 HIGHWAY MAINTENANCE WORKER 3 HOUR $53.65 34 $1.824.10 HIGHWAY MAINTENANCE WORKER 2 HOUR $48.43 100 $4,843.00 SUBTOTAL $8,244.54 EQUIPMENT TRUCK - 38K DIGGER DERRICK WITH SERVICE BODY HOUR $19.10 8 $152.80 TRUCK - 40 FT MANLIFT HOUR $12.75 20 $255.00 TRUCK <38K GVWR - ROAD WARRIOR IHOUR $7.59 20 $151.80 TRUCK 38k GVWR, ATTENUATOR IHOUR $8,15 20 $163.00 TRUCK - PICKUP, CREW CAB IHOUR $4.42 6 $26.52 SUBTOTALI $749.12 TOTAL ESTIMATE (DIRECT COSTS) $14,463.66 INDIRECT COSTS (13.04% OF DIRECT COSTS) $1,913.54 TOTAL COSTS (DIRECT & INDIRECT) EDMONDS CREATIVE DISTRICT RESPONSIBILITY(25% OF TOTAL -� COSTS) $16,377.20 $4,094.30 Page 12 of 12