HomeMy WebLinkAboutRES-2021-143BOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF WASHINGTON
RESoLUTToN No. 2o2t - t*Q-
AUTHORIZING THE CHAIRMAN'S SIGNATURE ON THE WASHINGTON STATE
DEPARTMENT OF TRANSPORTATION (WSDOT) REIMBURSABLE AGREEMBNT FOR
STATE MATERIALS LAB ENGINEERING AND/OR TESTING SERVICES
WHEREAS: Kittitas County Department of Public Works periodically requires additional
assistance for federal aid construction projects, such as material fabrication, testing
and inspection, and other construction related support ensuring that materials comply
with state and federal fabrication standards; and
WHEREAS: WSDOT has the necessary expertise, equipment, and availability to perform the work
to occasionally supplement the needs of the County; and
WHEREAS: Kittitas County Department of Public Works agrees to reimburse WSDOT for the
actual direct and indirect costs associated with the work agreed upon, and provided;
and
THEREFORE, BE IT RESOLVED, that the Board of County Commissioners, in the best interest
of the public, does hereby authorize the Chairman's signature on the WSDOT
Reimbursable Agreement number GCB 3557 for State materials lab engineering,
testing and inspection services and other construction related support as outlined in
said agreement.
DATED this 7th day of September 2021, atEllensburg, washington.
BOARD OF COLINTY COMMISSIONERS
KITTITAS CO , WASHINGTONY ttli+p
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the Board- Julie Kjorsvik//titilill
! Deputy Clerk of the Board- Mandy Buchholz
Cory Wright, Commissioner
Reimbursable
Agreement for
State Materials
Lab Engineering
and/or Testing
Services
Entity Name
Kittitas County Public Works
Agreement number
GCB 3557
Entity Billing Address
411 N. RubySTE 1
Ellensburg, WA 98926-6300
Contact Name
Josh Fredrickson
Contact Phone and Email
509-962-7609
josh.fredrikson @co. kift itas.wa. us
FederalTax lD#
sw00104751 1
Agreement Title
Mats Lab Services
Description of Work
Upon request by Kittitas County Public Works, WSDOT will provide materials fabrication,
testing and inspection; asphalt mix design and verification; preparation of "Record of
Materials" documents; test drilling; and other engineering/geologicltesting services.
This AGREEMENT is made and entered into by and between the Washington State
Department of Transportation, hereinafter 'WSDOT," and the above-named entity, hereinafter
the "ENTITY."
Where-as, WSDOT provides engineering andlor testing services to ensure that materials proposed to
be used within WSDOT highway right of way comply with applicable WSDOT standards, or to
determine whether existing state highway infrastructure can withstand impacts from proposed
actions, DOES NOT APPLY TO LOCAL AGENCIES and
Whereas, the ENTITY has requested WSDOT perform certain materials engineering and/or testing
services as described above in the Description of Work above or as attached as Exhibit A (hereinafter
'Work"), and
Whereas, WSDOT has the necessary personnel and equipment available and is willing to perform
the Work, subject to the terms and conditions herein.
NOW, THEREFORE, pursuant to RCW 47.01.260 and/or Chapter 39.34 RCW, the above recitals that
are incorporated herein as if setforth below, and in consideration of the terms, conditions, provisions,
and Exhibit A which is attached hereto and by this reference made a part of this Agreement, lT lS
HEREBY AGREED AS FOLLOWS:
1. SCOPE OF WORK
1.1 The term "Work," as used herein, includes any and all work by WSDOT in its performance of the
engineering and/or testing services specified in the "Description of Work," above or as in Exhibit A
hereto attached. Subject to the terms and conditions herein, WSDOT agrees to perform the Work using
WSDOT labor, equipment, and materials.
GCB 3547 Page 1 of4
2. TERM OF AGREEMENT
2.1 Check one of the following as applicable to this Agreement:
tr The term of this Agreement, is project specific and shall begin upon the date of execution by
both Parties and shall remain in effect untilWSDOT has completed the Work detailed above or
in Exhibit A; OR should the ENTITY terminate this Agreement pursuant to Section 4, this
Agreement shallterminate when the ENTITY has made fullpayment for aIIWSDOT-incurred
costs up to the date of termination. The estimated end date shall be: xxxxxxxx.
tr The term of this Agreement shall begin upon the date of execution by both Parties and shall
remain in effect for ten (10) years, subject to renewal by the Parties. This Agreement may be
terminated pursuant to Section 4. ln the event of termination, this Agreement shall terminate
when the ENTITY has made full payment for aIIWSDOT-incurred costs up to the date of
termination. Exhibit A and Exhibit B does not apply.
3. PAYMENT
3.1 A cost estimate for the Work is detailed in Exhibit B. This applies to project specific work in box one
under 2.1. WSDOT will invoice the ENTITY monthly for the actual direct and related indirect costs
incurred by WSDOT in the performance of the Work completed during the previous month. These cost
include but may not be limited to, labor, material, travel, and equipment.
3.2 The ENTITY agrees to reimburse the WSDOT for the actual direct and related indirect costs for
the Work within thirty (30) calendar days of receipt of a WSDOT invoice. The ENTITY agrees further
that if payment is not made to the WSDOT as herein agreed, WSDOT may charge late fees, interest
or refer the debt to a collection agency, all in accordance with Washington State Law.
3.3 The Parties agree that any estimated costs for the Work may be exceeded by up to twenty five
percent (25%) before an amendment to this Agreement is required. Once the costs reach the estimate
in Exhibit A plus the 25% overrun allowance, WSDOT shall stop all Work until an amendment has been
executed increasing the maximum dollar amount payable under this Agreement, or a decision is
reached to terminate this Agreement.
4. TERMINATION
4.1 Either Party may terminate this Agreement upon thirty (30) calendar days written notice to the other
Party. lf this Agreement is terminated by either Party prior to completion of the Work specified herein,
the ENTITY agrees to and shall reimburse WSDOT for all actualdirect and related indirect expenses
and costs incurred up to the date of termination associated with the Work.
5. MODIFICATIONS
5.1 This Agreement may be amended by the mutual agreement of the Parties. Such amendments or
modification shall not be binding unless they are in writing and signed by persons authorized to bind
each Party.
6.RECORDS
6.1 All records for performance of the Work, including labor, material, travel, and equipment records in
GCB 3547 Page 2 of 4
support of aIIWSDOT costs shall be maintained by WSDOT for a period of six (6) years from the date
of termination of this Agreement. The ENTITY shall have full access to and right to examine said
records during normal business hours and as often as it deems necessary, and should the ENTITY
require copies of any records, it agrees to pay the costs thereof. The Parties agree that the work
performed herein is subject to audit by either or both Parties and/or their designated representatives
and/or state and federal government
7. DISPUTES AND VENUE
7.1 The Parties shall work collaboratively to resolve disputes and issues arising out of, or related to,
this Agreement. Disagreements shall be resolved promptly and at the lowest level of hierarchy. To this
end, following the dispute resolution process shown below shall be a prerequisite to the filing of
litigation concerning any dispute between the Parties:
A. The representatives for each Party shall use their best efforts to resolve disputes and
issues arising out of or related to this Agreement. The representatives shall communicate
regularly to discuss the status of the tasks to be performed hereunder and to resolve any disputes
or issues related to the successful performance of this Agreement. The representatives shall
cooperate in providing staff support to facilitate the performance of this Agreement and the
resolution of any disputes or issues arising during the term of this Agreement.
B. A Party's representative shall notify the other Party in writing of any dispute or issue that
the representative believes may require formal resolution according to Section 7.1D. The
representatives shall meet within five (5) working days of receiving the written notice and attempt
to resolve the dispute.
C. ln the event the representatives cannot resolve the dispute or issue, the ENTITY, and
WSDOT's Region Administrator, or their respective designees, shall meet and engage in good
faith negotiations to resolve the dispute.
D. ln the event the ENTITY and WSDOT's Headquarters Administrator, or their respective
designees, cannot resolve the dispute or issue, the ENTITY and WSDOT shall each appoint a
member to a Dispute Board. These two members shall then select a third member not affiliated
with either Party. The three-member board shall conduct a dispute resolution hearing that shall be
informal and unrecorded. All expenses for the third member of the Dispute Board shall be shared
equally by both Parties; however, each Party shall be responsible for its own costs and fees.
8. VENUE AND ATTORNEY FEES
8.1 ln the event that either Party deems it necessary to institute legal action or proceedings to
enforce any right or obligation under this Agreement, the Parties hereto agree that any such action
or proceedings shall be brought in a court of competent jurisdiction situated in Thurston County,
Washington. Each Party further agrees that it shall be solely responsible for the payment of its
attorney fees and costs.
9. INDEMNIFICATION
9.1 The Parties shall protect, defend, indemnify, and hold harmless each other and their employees
andlor authorized agents, while acting within the scope of their employment as such, from any and all
costs, claims, judgments, and/or awards of damages (both to persons and/or property), arising out of,
or in any way resulting from, each Party's obligations to be performed pursuant to the provisions of this
GCB 3547 Page 3 of 4
Agreement. The Parties shall not be required to indemnify, defend, or hold harmless the other Party if
the claim, suit, or action for injuries, death, or damages (both to persons and/or property) is caused by
the negligence of the other Party; provided that, if such claims, suits, or actions result from the
concurrent negligence of (a) the WSDOT, its employees and/or authorized agents and (b) the ENTITY,
its employees or authorized agents, or 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 negligence of each
Party, its employees and/or authorized agents. The Parties agree that their obligations under this
section extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of their
officers, officials, employees or agents, For this purpose only, the Parties, by mutual negotiation,
hereby waive, with respect to each other only, any immunity that would otherwise be available against
such claims under the lndustrial lnsurance provisions of Title 51 RCW,
9.2 The terms of this Section shall survive termination of this Agreement.
10. LEGAL RELATIONS
10.1 WSDOT's relation to the ENTITY shall be at alltimes as an independent contractor. Further,
WSDOT shall perform the Work as provided under this Agreement solely for the benefit of the ENTITY
and not for any third party.
11. SEVERABILITY
11.1 lf any terms or provisions of this Agreement are determined to be invalid, such invalid term or
provision shall not affect or impair the remainder of the Agreement, but such remainder shall remain in
fullforce and effect to the same extent as though the invalid term or provisions were not contained in
the Agreement.
lN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Party's date last
signed below.
ENTITY z Washlngton State
Department of Trans portationBpffi=By
Printed: I " -' 'bi't'# \,Vr,r (r lr s rn*l.t Print{/ Joe schmit
Title: . :"60 t-u c ltct L I' t/Y\cL l')Title:Business Manager
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| p'l- lzt Date: gl21l21
Approved As To Form on behalf of WSDOT
/s/ Guy Bowman
Date:July 8, 2021
GCB 3547 Page 4 of 4