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092-21B - Kitsap County - ContractINTERLOCAL AGREEMENT KC-662-21 BETWEEN KITSAP COUNTY AND THE CITY OF PORT ORCHARD (Contract No. 092-21-B) FOR REIMBURSABLE WORK PERFORMED BY KITSAP COUNTY PUBLIC WORKS This Interlocal Agreement is made and entered into pursuant to the provisions of Chapter 39.34 RCW by and between Kitsap County (hereinafter the "COUNTY") and the City of Port Orchard (hereinafter the "CITY"), collectively the "Parties." RECITALS A. WHEREAS the City of Port Orchard owns and operates electric streetlights, street light systems, traffic signals, traffic control devices and flashers situated within the City of Port Orchard; B. WHEREAS, Kitsap County has personnel skilled in maintaining streetlights, street light systems, traffic signals, traffic control devices, and flashers, and Kitsap County wants to provide maintenance services to the street lighting and traffic control equipment owned and operated by the City of Port Orchard; AGREEMENT NOW, THEREFORE in consideration for the foregoing recitals, which are incorporated herein by reference, and the mutual promises and covenants, contained herein, it is hereby agreed as follows: Section 1. PURPOSE. This Agreement continues the longstanding cooperation between the Parties whereby the COUNTY will provide maintenance services for traffic signals, as identified in Exhibit A, (hereinafter "Traffic Signals"), incorporated in full by this reference. The COUNTY will repair radar speed signs, lighted crosswalk and warning flashers located in the CITY, (hereinafter "Traffic Control Devices") as identified in EXHIBIT B and incorporated in full by this reference. The COUNTY will repair the Traffic Control Devices on a time and materials basis and only when expressly requested by the CITY. The Parties may amend the number and locations of Traffic Signals and Traffic Control Devices from time to time and may revise the Exhibits on an annual basis. Section 2. TERM. This Agreement shall become effective on January 1, 2022, for a two (2) year term ending December 31, 2023, with two one-year options to renew following prior notice and written consent of the parties. Section 3. CONSIDERATION. Commencing January 1, 2022, the CITY shall pay the COUNTY three hundred eighty- five dollars and eighty cents ($385.80) per month for each Traffic Signal. Such payment shall apply to the first year of this Agreement and is payable to the COUNTY in quarterly installments due thirty (30) days after receipt of an invoice from the COUNTY ("Base Year"). The CITY shall pay the COUNTY on a time and materials basis for repair of Traffic Control Devices. In the event the CITY adds additional Traffic Signals requiring maintenance, the CITY shall pay the sum of three hundred eighty-five dollars and 80 cents ($385.80) per month per Traffic Signal which shall be paid quarterly thirty (30) days after receipt of an invoice and pro -rated to the date of activation. At the beginning of each successive year thereafter, all charges shall automatically adjust in an amount equal to the percentage change in the "all items" category of the Consumer Price Index for All Urban Consumers ("CPI-U") as published by the Bureau of Labor Statistics of the U.S. Department of Labor for the Seattle -Tacoma -Bellevue metropolitan statistical area for the month of June. If at any time during the term of this Agreement the practice of computing the CPI-U is abandoned or altered by the U.S. Department of Labor, this Agreement shall be revised by mutual agreement of the parties to identify a substitute standard. Section 4. SERVICES PROVIDED. A. This Agreement shall cover the annual maintenance of all Traffic Signals described in the Agreement. In addition, the CITY shall create a reserve which shall be administered by the COUNTY in the amount of seven thousand five hundred dollars ($7,500.00) (the "Reserve"). The Reserve shall be used to cover the cost of time and materials for the repairs not included in the annual maintenance. The CITY shall replenish the Reserve immediately upon receipt of notice from the COUNTY that the Reserve has become exhausted such that the Reserve is restored to $7,500.00, Once the Reserve has been exhausted, the CITY shall pay additional cost on a time and materials basis for work requested by the CITY. The CITY shall be required to replace any major piece of equipment with a cost of over $1,000.00, and upon the CITY's request, the COUNTY will assist the CITY in the ordering and acquisition of such replacement equipment. B. The COUNTY shall provide annual maintenance of the Traffic Signals listed in EXHIBIT A. The annual maintenance will consist of a complete inspection of the traffic signal, conflict monitor testing, cleaning the cabinet and electronic components, and complete overhead inspection and cleaning. The COUNTY will perform a monthly visual operation analysis of the signal covered by the contract to detect any malfunctions and failures. C. Annual maintenance does not include signal coordination and timing, locates or consulting services. D. The CITY may provide LED modules to change out lamps or outdated LEDs at the CITY's sole expense. The COUNTY will provide labor at no extra cost while performing retrofit heads to LEDs, but conversion replacement LEDs shall be conducted at the CITY's expense. E. The COUNTY shall coordinate and inspect the replacement and installation of failed traffic signal loops by a contractor when requested to do so by the CITY. This is part of the COUNTY's role as consultant and will be charged against the Reserve. F. The COUNTY may provide services to the CITY as a construction management consultant for the purpose of assisting in the design and inspection of new traffic signal and lighting systems. Consulting services are not considered annual maintenance and shall be charged against the Reserve. G. In the event the repair Reserve has been exhausted, and the COUNTY provides services before the Reserve is replenished, the CITY shall reimburse the COUNTY on a time and materials basis. Section 5. EQUIPMENT. The COUNTY shall provide services described in Section 4 for the street lighting, and traffic signal equipment located within the CITY. The equipment includes and is limited to: A. Traffic Signal Controllers B. Load Switches C. Detection Equipment D. Conflict Monitor Units E. Pre -exemption Equipment F. Auxiliary Cabinet Wiring G. Traffic Signal Loops H. Traffic Signal Circuit Wiring I. Signal Heads, Pedestrian Heads, LEDs J. Street Lighting Equipment K. Street Light Circuit Wiring L. Traffic Signal Timing; install and maintain City provided plans from data provided by City. M. Flashers, school flashers, and fire station flashers. Section 6. TIME OF SERVICE. The COUNTY shall provide additional coverage 24 hours a day, 7 days a week for all Traffic Signal failures and malfunctions, and Traffic Control Devices, including and not limited to damage caused to traffic signals by traffic accidents and weather conditions. The CITY shall have the option at the CITY's sole expense to secure services from another agency for emergency response situations if the COUNTY is unable to respbnd in a timely manner. Failures, malfunctions and damages shall not be considered annual maintenance and will be charged against the Reserve. Section 7. INDEMNIFICATION. To the fullest extent allowed by law, the City shall defend, indemnify and hold harmless at the City's sole expense Kitsap County, its elected and appointed officials, officers, employees and agents, from and against any and all claims, actions, demands, losses, damages, liabilities and costs, including but not limited to, attorney fees and litigation costs, arising from or in connection with this Agreement, whether the demand, loss or claim is due to the negligence of the County, its elected and appointed officials, officers, employees, agents, or third parties, except that the City shall not be liable for injury or damages caused by the sole negligence or willful misconduct of Kitsap County, its elected or appointed officials, officers, employees of agents. Each party agrees to notify the other party within two weekdays of any claims made related to this Agreement. The indemnification provision shall survive the expiration or termination of this Agreement. Section 8. TERMINATION. This Agreement may be terminated by either party, with or without cause, with sixty (60) days prior written notice to the other. Section 9. GENERAL PROVISIONS. 9.1 Governing Law and Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. 9.2 Amendment. This Agreement may be amended from time to time as deemed appropriate by the Parties, provided, any such amendment shall become effective only after it has been adopted in writing by the authorized representatives of the Parties. 9.3 Entire Agreement. This Agreement contains the entire understanding of the Parties and supersedes any other agreement or understanding between the Parties relating to the subject matter of this Agreement. 9.4 Compliance with Laws. The Parties shall comply with all applicable rules and regulations pertaining to them in connection with the matters covered herein. 9.5 Severability. The provisions of this Agreement are severable. Any term or condition of this Agreement or application thereof deemed to be illegal, invalid or unenforceable, in whole or in part, shall not affect any other term or condition of the Agreement and the Parties' rights and obligations will be construed and enforced as if the Agreement did not contain the particular provision. 9.6 Implied Contract Terms. Each provision of law and any terms required by law to be in the Agreement are made a part of the Agreement as if fully stated in it. 9.7 Assignment. The rights or obligations under this Agreement, and any claims arising thereunder, are not assignable or delegable, in whole or in part, by any party to this Agreement. 9.8 Waiver. A failure by any 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 unless stated to be such in a writing signed by an authorized representative of the party. 9.9 Headings. Headings of this Agreement are for convenience only and shall not affect the interpretation of this Agreement. 9.10 Recording. This Agreement shall be recorded with the Kitsap County Auditor's Office in compliance with RCW 39.34.040. 9.11 Further Acts. Each party shall execute and deliver all such documents and perform all such acts as reasonably necessary, from time to time, to carry out the matters contemplated by this Agreement. 9.12 Counterparts. This Agreement may be executed in any number of counterparts, all such counterparts shall be deemed to constitute one and the same instrument, with each counterpart deemed an original. 9.13 Authorization. Each person signing below warrants that they have full power and authority to execute this Agreement on behalf of the party for whom they sign. 9.14 No Third -Party Beneficiary. No provision of this Agreement is intended to, nor shall it be construed to, create any third -party beneficiary or provide any rights or benefits to any person or entity other than the COUNTY and the CITY. 9.15 Administration; No Separate Entity Created. The CITY Public Works Director shall serve as the administrator of this Agreement. No separate legal entity is formed by this Agreement. 9.16 Ownership and Disposition of Property. Each party shall retain ownership of all real and personal property used in connection with this Agreement. 9.17 No Employment Relationship Created. The parties agree that nothing in this Agreement shall be construed to create an employment relationship between any party and any employee, agent, representative or contractor of the other party. Section 10. NOTICE. All communications and payments hereunder may be delivered or mailed. If mailed, they shall be sent to the Parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City of Port Orchard: City Hall 216 Prospect Street Port Orchard, WA 98366 County: Jeff Shea 614 Division Street MS-26 Port Orchard, WA 98366 Executed this day of �,.��-� j 7]f �'`L/ 2022. APPROVED: CITY OF PORT ORCHARD ROBERT PUTAANSUU, Mayor Brandy Ri�neSir-son,'WNTC, City Clerk APPROVED A OR r Charlotte A. Archer, City arney BOARD OF COUNTY COMMISSIONERS KITSAP COUNTY EDWAR OLF Chair CHARLOTTE GARRID , Commissioner ROBERT DE , Commissioner AT T: Dana Daniels, Clerk of the Board APPROVED AS TO FORM: Elizabeth Doran, Deputy Prosecuting Attorney EXHIBIT A TRAFFIC SIGNAL INVENTORY LOCATION f # Tremont & Sidney Tremont & Port Orchard Blvd, 1 Tremont & Pottery (Flasher Controlled Roundabout) Sidney & Sedgwick Bethel & Lund - TaE'_MVIT 11►741MI EXHIBIT B TRAFFIC CONTROL DEVICES SOLAR POWERED SPEED RADAR SIGNS # SW Sed wick Rd S eed Limit Radar Sin I McCormick Woods Dr. SW Speed Limit Radar Sin 1 SE Lund Ave Speed Limit Radar Sin Beach Dr E Speed Limit Radar Sion FLASHERS # Sidney Glen Elementary School Flashers 2 South Kitsap High School Flashers 2 Cedar Heights Junior High School Flashers 4 RECTANGULAR RAPID FLASHING BEACONS RRFB # Tremont St W between S. Kitsap Blvd & Pottery Ave 3