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HomeMy WebLinkAboutVRFA Traffic Signal Maintenance and Operation CITY OF AUBURN AGREEMENT FOR TRAFFIC SIGIOTAL MAI1o1TENANCE AND OPERATION THIS AGREEMENT made and entered into on this 5t1' day of October, 2010, by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City" and the Valley Regiorial Fire Authority, a municipal corporation of the State of Washington, hereinafter referred to as "VRFA." WITNESSETH: WHEREAS, VRFA is engaged in its project of remodeling VRFA Fire Station #32; and WHEREAS, that the City's traffic signal equipment located on R street SE, South of Howard road, within the City of Auburn, upon which VRFA Fiie Station #32 depends has failed and has exceeded its serviceable life; and WHEREAS, VRFA desired to acquire and provide the equipment to renovate the traffic signal equipment at said intersection- (hereinafter Fire Signal), and is willing to convey ownership of such equipment to the City in exchange for the City's agreement to maintain and operate the traffic signal. NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of Services of VRFA. VRFA shall provide and convey to the City the equipment for repair, replacement and operation of the Fire Signal located on R street SE, South of Howazd Road„ within the City of Auburn (hereinafter Fire Signal), which equipment shall be as is described on Exhibit "A" attached' hereto and, incorporated herein by this reference. The proyision of such equipment shall be made to the City not later than the 31 " day of December, 2010, or such other date as is agreed to by the City and VRFA. VRFA sha11 perform such _ services as an independent contractor and shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. 2. Seope of Services of Citv: Upon receipt of the equipment described on Exhibit "A" hereto, the City shall install and connect said new equipment arid any necessary City supplied components af the location of the previous traffic signal at said intersection, and shall assume ownership of said equipment, and shall thereafter be obligated to maintain and operate said fire signal in the normal course. VFRA will reimburse the City for aetual costs for material and labor of said new equipment. The installation and connection of such Fire Signal shall be made by the City not later than the 30th day of November, 2010, or such other date as is agreed Page 1 of 5 to by the City and VRFA, Provided that if such installation and connection is delayed due to unavoidable circumstances, the City shall install and connect such equipment as soon as the City reasonably can. The City shall perform such services as an independent contractor and shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with VRFA. 3. Ownership and Use of Documerits. All documerits, reports, memoranda, diagrams, sket¢hes, plans, surveys,. design calculations; working drawings and any other materials created or otherwise prepared or secured by VRFA as part of his performance of this Agreement shall become the property of and owned by the City. 4 Continuation of Performance.. In the event that any dispute or conflict arises between the parties while tliis Contract is in effect, the parties agree that, notwithstanding such disgute or conflict, they shall continue to make a good faith effort to eooperate and continue work toward successful completion of assigned duties and responsibilities. 5. Administration of Agreement. This Agreement shall be administered by Administrator, on behalf of VRFA, and by the Mayor of the City, or designee, orr behalf of the City. Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses: - City of Auburn VRFA Auburn City Hall Headquarters 25 West Main 1101 D Street NE Auburn, WA 98001-4998 Auburn, WA 98002 (253) 931 3000 FAX (253) 931-3053 253-288-5800 6. Notices. . All notices or communications permitted or required.to be given under this Agreement shall be in writing and sha11' be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement; to the address for the party set forth above, or if to a person not a party to tlus Agreement, to the address designated by a party to this Agreement in the foregoing manner. Any party may change his, her or its address by giving notice in writing; stating his, her or its new address, to any other party, all pursuant to the procedure set forth in this section of the Agreement. 7. Insurance. Each party shall be responsible for maintaining, during the term of this Agreement and at - its sole cost and expense, the types of insurance coverages protecting itself and in the Page 2 of 5 amounts described below. Each party shall furnish evidence, satisfactory to the other, of the following insurance policies; a. Comprehensive public liability insurance, including automobile and property damage, insuring the City and VRFA against loss or liability for damages for personal injury, death or property damage arising out of or in connection with the performance by VRFA of its obligations hereunder, with minimum liability limits of $1,000,000.00 combined single limit for personal injury, death or property damage in any one occurrence. b. Such workmen's compensation and other similar insurance as may be required by law. c. Professional liability insurance with minimum liability limits of $1,000;000, 8. Indemnification. Each party shall indemnify and hold hannless the other Party and its officers, agents and employees, or any of them from any and a11 claims, actions,. suits, liability, loss, costs; expenses, and damages of any nature whatsoever, by any reason of or arising out of the negligent act or omission of that Party, its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement. If a final judgment i"s rendered against one party, its officers, agents, employees and/or any of them, or jointly against both Parties and their respective officers, agents and employees, or any of them, the Party shall satisfy the same to the extent that such, judgment was due to that Party's negligent acts or omissions: 9. AssiMent- Neither party to this Agreement shall assign any right or obligation hereunder in whole or ' in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement shall be deemed to release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 10. Amendment,Modification or Waiver. No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of the other party shall not effect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto uncier and pursuant to this Agreement. 11. Parties in Interest. This Agreement shall be binding upon, and the benefits and obligations provided for . herein shall inure to and bind, the parties hereto and their, respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive Page 3 of 5 benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 12. Costs to Prevailing Party. In the event of litigation or other legal acrion, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties shall be entitled to receive its reasonable costs and attorney's fees. 13. Annlicable Law. This Agreement and the rights of the parties hereunder shall be governed by the interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be in King County, Washington. 14. Captions. Headings and Titles. All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is tlie drafter of this Agceement, this Agreement having been drafted by mutual agreement of the parties. 15. Entire Agreement. This Agreement contains the entire-understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 16. Counterparts.. This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forhh above: CITY OF AUBURN VALLEY REGIONAL FIRE AUTHORITY ~ Peter B. Lewis Eric E Robertson Mayor Administrator Page4of5 Attest: Louise M. Bartol Danielle E. Daskam City Clerk Clerk of the Board. Appro'v as to 'el B. Heid, ity Attorney - Page 5 of 5