002-07 - State of WA Department of Transportation - ContractCITY OF PORT ORCHARD SIGNAL AND ILLUMINATION MAINTENANCE
AGREEMENT NO. GM-01480
STATE MAINTENANCE OF CITY OWNED TRAFFIC SIGNALS AND
ILLUMINATION SYSTEMS
This AGREEMENT is made and entered into between the STATE OF WASHINGTON, Department of
Transportation, hereinafter the "STATE," and City of Port Orchard, 216 Prospect Street, Port Orchard,
Washington 98366-5326, a Washington municipal corporation, hereinafter the "CITY," collectively
called the "PARTIES," and individually, the "PARTY."
WHEREAS, the CITY owns certain traffic signals and roadway illumination systems, and
WHEREAS, the CITY does not have sufficient staff and adequate equipment to perform the work
described herein, and
WHEREAS, the CITY has requested and the STATE has agreed to perform certain work described
herein, and
WHEREAS, it would be to the mutual benefit of the STATE and the CITY for the STATE to perform
the operation and maintenance of certain traffic signal and illumination systems to the extent set forth in
this AGREEMENT, and to establish, in writing, each PARTY's responsibility,
NOW, THEREFORE, by virtue of RCW 47.28.140 and in consideration of the terms, conditions,
covenants, and performance contained herein or attached and made a part hereof,
IT IS MUTUALLY AGREED AS FOLLOWS:
L GENERAL
1.1 The STATE agrees to perform, at CITY expense, certain maintenance and operation activities on
identified CITY owned traffic signal and illumination systems as listed in Exhibit A, which is
attached hereto and by this reference made part of this AGREEMENT.
1.2 The CITY and STATE will meet as necessary to coordinate system changes and address
maintenance and operations issues for certain CITY owned traffic signal and illumination
systems. The CITY shall retain ownership of said traffic signal and illumination systems. The
STATE will coordinate review of proposed modifications of these systems with the CITY prior
to implementation, unless extraordinary circumstances require the STATE to modify such
systems without the CITY's concurrence. In the event a condition exists resulting from storm
damage, third party damage, or other extraordinary reasons, the STATE may remove any
obvious and immediate traffic hazards before notifying the CITY. The STATE is responsible for
implementing and maintaining necessary traffic control from the point at which the condition is
GM-01480
Page 1 of 7
identified, at CITY expense, until the CITY has had time to respond with its own traffic control
after notification.
2. STATE RESPONSIBILITIES
Subject to the terms of this AGREEMENT, the STATE, solely at the cost and expense of the
CITY, agrees to operate and maintain the traffic signal and illumination systems by performing
the tasks following:
2.1 Provide Routine Maintenance and Operation:
a. Signal timing and phasing, including coordination and adjustments. The CITY's Public
Works Director or designee shall review any proposed revision before signal timing or phasing is
implemented.
b. Removal and replacement of failed components (i.e. load switches, loop amplifiers, conflict
monitors, etc.) inside the control cabinet. The components installed by the STATE shall be
furnished by the CITY, or the STATE may elect to furnish the components and then be
reimbursed by the CITY.
c. Maintain accurate maintenance records, as to the time and materials used in completing the
various tasks for each traffic signal and illumination system.
d. Routine preventative maintenance, including controller equipment (inside the controller
cabinet) and display and detection equipment (including, but not limited to, signal heads, lamps,
etc.) and the illumination system to the extent consistent with the STATE's current preventative
maintenance standards.
2.2 Provide Emergency Maintenance: Perform emergency maintenance at CITY expense for
damage caused by accidents, vandalism, adverse weather or unanticipated forces or actions on
the traffic signals and illumination systems. Emergency maintenance includes repair or
replacement of traffic signal systems and illumination systems, or components thereof, and the
necessary traffic control for STATE workers to perform the work. The STATE shall notify the
CITY within twenty-four (24) hours of the emergency work and include any information the
STATE may possess if the damage was caused by a third party.
2.3 Standards: Work to be performed by the STATE will be consistent with current STATE
practices for the operation and maintenance of traffic signal systems and illumination systems as
follows:
a. Components employed in traffic signal systems, Intelligent Transportation Systems (ITS) or
any other electrical installation will conform to requirements of WAC 296-4613-901, Traffic
Management Systems.
b. The STATE shall document work performed in Signal Maintenance Management records.
GM-01480
Page 2 of 7
3. CITY RESPONSIBILITIES
3.1 The CITY agrees to reimburse the STATE for the actual direct and related indirect costs of the
work to be performed under this AGREEMENT.
3.2 The CITY agrees to be responsible for the payment of operational power costs of all traffic
signals and illumination systems covered by this AGREEMENT.
3.3 The CITY shall provide maintenance, operation, repair and replacement work for the traffic
signals and illumination systems that are not the responsibility of the STATE as defined under
Section 2.
3.4 CITY shall be responsible for recovering the costs of damages caused by a third party pursuant
to Section 2.2.
4. SUPPLEMENT: REPAIR OR REPLACEMENT OF TRAFFIC SIGNAL/ILLUMINATION
4.1 Supplement: Should the CITY request the STATE to perform work not otherwise covered by
this AGREEMENT, the STATE may agree to perform the extra work at CITY expense. In this
event, the PARTIES will supplement this AGREEMENT by describing the work and executing
the Supplement as provided by Exhibit D, attached hereto and by this reference made a part of
this AGREEMENT. The CITY agrees to fill out the Supplement in the form of Exhibit D, sign
the Supplement and provide it to the STATE. The STATE will review the request, and if it
agrees to perform the extra work, the STATE will sign and number the Supplement, returning a
copy to the CITY.
4.2 The CITY agrees, upon satisfactory completion of the work requested pursuant to a properly
executed Supplement to this AGREEMENT under Section 4.1 and receipt of a Notice of
Physical Completion of the work performed by the STATE, to deliver a letter of acceptance
which shall include a waiver and release of the STATE from all future claims or demands of any
nature resulting from the performance of the repair or replacement work under the applicable
Supplement.
4.3 Prior to Supplement work acceptance, the STATE and CITY will perform a joint final
inspection.
4.4 If a letter of acceptance is not received by the STATE within ninety (90) days following the
Notice of Physical Completion of the repair or replacement work, the work shall be considered
accepted by the CITY, and the STATE shall then automatically be released from all future
claims and demands of any nature resulting from the performance of the repair or replacement
work under the Supplement.
4.5 The CITY may withhold acceptance of work by submitting written notification to the STATE
within ninety (90) days following the Notice of Physical Completion of the repair or replacement
work. This notification shall include the specific reason(s) for withholding the acceptance.
GM-01480
Page 3 of 7
5. AMENDMENT: TRAFFIC SIGNAL/ILLUMINATION ADDITION OR DELETION
5.1 Amendment: This AGREEMENT may be amended to add or delete CITY owned traffic
signal and illumination systems by completing and executing the Amendment as provided by
Exhibit C, attached hereto and by this reference made a part of this AGREEMENT. The
Amendment shall include, at a minimum, a description and location of the traffic signal and/or
illumination system(s) to be added or deleted. The effective date of coverage or deletion shall be
stated in the Amendment.
5.2 The Traffic Signal/Illumination Addition or Deletion Amendment shall be signed on behalf of
the STATE by the Assistant Region Administrator for Maintenance and Operations or designee.
The CITY shall review the Amendment and indicate concurrence by authorized signature,
returning one copy of the Amendment with original signatures to the STATE.
5.3 A traffic signal or illumination system may be deleted from this AGREEMENT at the sole
discretion of the STATE upon thirty (30) days written notice to the CITY.
6. MODIFICATION
6.1 The provisions of this AGREEMENT may only be amended or modified in writing, signed by
authorized personnel of both PARTIES.
7. PAYMENT
7.1 The current estimated actual direct and related indirect costs of routine maintenance and
operation under this AGREEMENT is shown in Exhibit B, attached hereto and by reference
made part of this AGREEMENT. It is anticipated that actual costs will rise in subsequent years
as materials, wages and other costs increase.
7.2 The CITY further agrees to reimburse the STATE for the actual direct and related indirect costs
of work covered by this AGREEMENT, including additional work provided for under Sections
2.2, 4, and 5, and including all Supplements to and/or Amendments of this AGREEMENT.
Payments shall be made upon presentation of progress billings by the STATE and within thirty
(30) days after the CITY has received each billing.
7.3 The CITY agrees that if it does not make payment for the labor, equipment, and materials within
ninety (90) days after receipt of a STATE invoice, the STATE may deduct and expend any
monies to which the CITY is entitled to receive from the Motor Vehicle Fund as provided by
RCW 47.24.050.
7.4 During the progress of any and all work performed by the STATE, and for a period of not less
than three (3) years from the date of payment to the STATE for that work, the records and
accounts pertaining to said work and accounting therefore are to be kept available for inspection
and audit by the CITY.
GM-01480
Page 4 of 7
7.5 Copies of all records, accounts, documents, or other data pertaining to the work will be furnished
upon request to the CITY.
7.6 If any litigation, claim, or audit is commenced, the records and accounts along with supporting
documentation shall be retained until all litigation, claim or audit finding has been resolved even
though such litigation, claim or audit continues past the three (3) year retention period.
7.7 In the event that it is determined that an overpayment has been made to the STATE by the CITY,
the CITY will bill the STATE for the amount of overpayment. The STATE shall pay the CITY
for any overbilling amount within thirty (30) days after the STATE receives such billing from
the CITY. The STATE agrees that if payment for overbilling is not made within forty-five (45)
days after the STATE has been billed for any overbilling amount, the CITY may deduct any
overbilled amount from progress payments due to the STATE until such overbilled amount is
satisfied.
8. RIGHT OF ENTRY
8.1 The CITY grants the STATE a right of entry upon all CITY right-of-way and/or property for the
purpose of performing all work authorized under this AGREEMENT and any Supplements
and/or Amendments thereto.
9. TERM OF AGREEMENT
9.1 The term of this AGREEMENT shall be for up to one (1) year, beginning on the date first
entered above, and ending on December 31 of that year. This AGREEMENT shall automatically
be renewed on a calendar year basis unless written notice of termination is given by either
PARTY by the preceding November 1 of any such year. Failure of either PARTY to notify the
other of such termination on or before November 1 of any such year shall cause this
AGREEMENT to automatically be renewed for the next ensuing calendar year.
9.2 Either the STATE or the CITY may terminate this AGREEMENT for any reason with written
notice to the other PARTY at the end of sixty (60) calendar days following receipt of notice.
Termination of this AGREEMENT shall constitute termination of all associated traffic
signal/illumination Supplements and/or Amendments. Upon such notice and except as set forth
in Section 11 herein, the STATE and/or CITY shall have no further responsibility of any kind or
nature regarding the CITY -owned traffic signals and illumination systems, including any
systems that were added to this AGREEMENT by Amendment.
10. DISPUTES
10.1 In the event that a dispute arises under this AGREEMENT which cannot be resolved between the
PARTIES, the dispute shall be settled in the manner following: Each PARTY to this
AGREEMENT shall appoint a member to a dispute board. The members so appointed shall
GM-01480
Page 5 of 7
jointly appoint a third member to the dispute board who is not employed by or affiliated in any
with the two PARTIES to this AGREEMENT. The dispute board shall evaluate the facts,
contract 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. The CITY
and the STATE shall equally share in the cost of the third board member.
11. LEGAL RELATIONS
11.1 Each PARTY to this AGREEMENT 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, judgments, and/or awards of damages
(both to persons and/or property), arising out of, -or in any way resulting from the PARTY's own
negligent acts or omissions performed under this AGREEMENT. No PARTY will be required to
indemnify, defend, save 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 sole negligence of the
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 each PARTY's own negligent acts or omissions.
11.2 This indemnification shall survive the termination of this AGREEMENT.
11.3 In 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 the superior court situated in Thurston County,
Washington.
11.4 All claims brought which arise out of, in connection with, or incident to the work to be
performed pursuant to the terms of this AGREEMENT will be forwarded to the CITY for initial
processing. Any such claims believed to be caused by the concurrent or sole negligence of the
STATE will be formally tendered to the Office of Financial Management/of Risk Management
Division for processing pursuant to RCW 4.92.100.
IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT as of the PARTY's
date signed last hereto below.
GM-01480
Page 6 of 7
CITY OF PORT ORCHARD
By: J��k (� . By:
Kim Abel, Mayor
Date: ,[J.o c . / 200 'T.
Date:
APPROVED AS TO FORM
STATE OF WASHINGTON
DEPARTMENT OF TRANSPORTATION
John Nisbet, Assistant Region Administrator for
Maintenance and Operations
APPROVED AS TO FORM
By: By:
J'""
pQr City AhoMV3 U Assistant Attorney General
Date: I Z- Z 1- 8-7 Date: I I
GM-01480
Page 7 of 7
EXHIBIT A
City owned Traffic Signal/Illumination System
AGREEMENT GM-01480
Addition = A, Deletion = D
A
or
D
Signal or
Illumination
Number
Description, Signal Locations
SR
MP
Service
Agreement #
A
Signal 1
Sedgwick Road and Lowe's Approach
-
-
-
GM-01480
City Owned Signal/Illumination System
Page 1 of 1
EXHIBIT B
AGREEMENT NO. GM-01480
SIGNAL ASSIGNMENT
ESTIMATE OF COST
Maintenance
Occurrence
Labor
Labor Cost @
Activities
per year
Hours
$27.54 per/hr
Observations (hardware review)
10
5
$ 137.70
Preventive Maintenance
2
3
$ 82.62
Relamp
1
2
$ 55.08
Trouble Calls
6
6
$ 165.24
Review timing/coordination
6
6
$ 165.24
Subtotal Hours & Cost
22
$ 605.88
Truck Cost @
Equipment
Hours
$21.50 per/hr
Signal Truck
22
$ 473.00
Subtotal Hours & Cost
22
$ 473.00
ESTIMATED ANNUAL COST PER
SIGNAL
Administrative Overhead (1) $ 0.00
TOTAL ESTIMATED CITY ANNUAL COST PER
SIGNAL $1078.88
Note: (1) Per Overhead Agreement OH-00146.
GM-01480
Exhibit B
Page 1 of 1
EXHIBIT C
AGREEMENT GM-01480
AMENDMENT NO..
TRAFFIC SIGNAL/ILLUMINATION ADDITION OR DELETION
This Amendment to AGREEMENT GM-01480 is to add or delete certain traffic signal(s)
or illumination systems as further provided herein and is entered into this day of
, by and between The State of Washington, Department of
Transportation, hereinafter the "STATE" and the City of Port Orchard, a Washington
municipal corporation, hereinafter the "CITY."
WHEREAS, the PARTIES entered into AGREEMENT GM-01480 for the operation and
maintenance of CITY owned traffic signal and illumination systems, and
WHEREAS, the PARTIES hereto agree to add and/or delete certain traffic signal(s) or
illumination systems, or the STATE has determined to delete certain traffic signals(s) or
illumination systems, pursuant to the provisions of Section 5 of the AGREEMENT.
NOW, THEREFORE it is mutually agreed as follows:
Traffic Signal/Illumination Addition or Deletion
The work proposed under this Amendment shall consist of either the addition or
deletion of traffic signal(s) and/or illumination systems as identified on sheet 2 of
this Amendment.
Effective Date
The effective date to add or delete the Traffic Signal and/or Illumination addition
or deletion work is
Date: month/day/year
IN WITNESS WHEREOF, the STATE has executed this Traffic Signal/Illumination
Amendment as of the day and year first above written.
STATE OF WASHINGTON
DEPARTMENT OF TRANSPORTATION
By:
OR Asst. Region Administrator for
Maintenance and Operations
Date:
CITY OF PORT ORCHARD
Concurrence
BY:
Title:
Date:
GM-01480
Exhibit C
Page 1 of 2
EXHIBIT C
Traffic Signal/Illumination Addition or Deletion
Agreement GM-01480
AMENDMENT No.
Addition = A, Deletion = D
Signal/ Description, Signal Locations
A Illumination
or Number
D
SR I MP I Service
Agreement #
GM-01480
Exhibit C
Page 2 of 2
EXHIBIT D
AGREEMENT GM-01480
SUPPLEMENT NO.
TRAFFIC SIGNAL/ILLUMINATION REPAIR or REPLACEMENT
This Supplement to AGREEMENT GM-01480 is for the repair or replacement of Traffic
Signal/Illumination as further provided herein and is made and entered into this
day of , by and between the State of Washington, Department of
Transportation, hereinafter the "STATE" and the City of PORT ORCHARD, a
Washington municipal corporation, hereinafter the "CITY."
WHEREAS, the PARTIES entered into AGREEMENT GM-01480 for the operation and
maintenance of CITY owned traffic signal and illumination systems; and
WHEREAS, the CITY wishes to supplement this AGREEMENT pursuant to Section 4
by including certain work that is not covered under Section 2.1 routine operation and
maintenance or Section 2.2 emergency maintenance, and
WHEREAS, the STATE agrees to perform the work at the CITY's sole cost and expense.
NOW, THEREFORE, it is mutually agreed as follows:
Traffic Signal/Illumination Repair or Replacement
The work proposed under this Supplement is described in the attached sheet. And,
the CITY agrees to reimburse the STATE for all costs and expenses associated
with this work pursuant to the provisions of Section 7 of the AGREEMENT.
Effective Date
The effective date to start the attached Traffic Signal and/or Illumination Repair
or Replacement work is
Date: month/day/year
CITY OF PORT ORCHARD WASHINGTON STATE
DEPARTMENT OF
TRANSPORTATION
Title:
Date:
wo
OR Asst. Region Administrator for
Maintenance and Operations
Date:
GM-01480
Exhibit D
Page 1 of 2
Repair
or
EXHIBIT D
Traffic Signal/Illumination Repair or Replacement document
GM-01480
SUPPLEMENT NO.
Signal/ Description, Signal Locations
Illumination
Number
SR I MP
Service
Agreement #
GM-01480
Exhibit D
Page 2 of 2