HomeMy WebLinkAboutWashington State Department of Transportation - Federal/State Operating Grant Agreement # GCA6232Washington State
v7At# Department of Transportation
Paula J. Hammond, P.E.
Secretary of Transportation
April 23, 2010
Gary Pira / Ken Mehin
Yakima Transit
2301 Fruitvale Boulevard
Yakima, WA 98902 -1228
Subject: Agreement Amendment GCA6232 -01
Dear Sirs:
Transportation Building
310 Maple Park Avenue S.E.
P.O. Box 47300
Olympia, WA 98504 -7300
360- 705 -7000
TTY: 1- 800 - 833 -6388
www.wsdot.wa.gov
Enclosed is a completely executed original Amendment to Agreement GCA6232 -01.
This amendment will amend the payment clause, Part C, to comply with new state
financial reporting requirements.
If you have any questions or need technical assistance, you may contact Tom Hanson
at 360 - 705 -7929 during the course of your project.
Sincerely,
Nancy uir- Clouse, Budget and Finance Manager
Public Transportation Division
NM: krc
Enclosures
The FIRST AMENDMENT to AGREEMENT GCA6232 entered into between the Washington
State Department of Transportation (hereinafter referred to as "WSDOT "),' and Yakima Transit
(hereinafter referred to as "CONTRACTOR "), and /or individually referred to as the "PARTY'
and collectively referred to as the "PARTIES ",
WHEREAS, both PARTIES agree to amend AGREEMENT GCA6232 Payment clause, part C,
in order to comply with new state financial reporting requirements.
NOW THEREFORE, the following AMENDMENTS are hereby incorporated into
AGREEMENT GCA6232:
1. Amend Payment Section part C to read:
C. The CONTRACTOR shall submit an invoice by July 15, 2010, for any unreimbursed eligible
expenditures incurred between July 1, 2009, and June 30, 2010. If the CONTRACTOR is unable
to provide an invoice by this date, the CONTRACTOR shall provide an estimate of the charges
to be billed so WSDOT may accrue the expenditures in the proper fiscal period. Any subsequent
reimbursement request submitted will be limited to the amount accrued as set forth in this
section. The CONTRACTOR's final payment request must be received by WSDOT by July 15,
2011, within 30 days of the completion of the Project, or within 30 days of the termination of this
AGREEMENT, whichever is sooner. Any payment request received after July 15, 2011, will not
be eligible for reimbursement.
2. A copy of this AMENDMENT to the AGREEMENT shall be attached to and made a part of
the original AGREEMENT. Any references to the "AGREEMENT" shall mean
"AGREEMENT as amended ".
3. All other terms and conditions of the original AGREEMENT not hereby amended shall
remain in full force and effect. This document may be simultaneously executed in several
counterparts, each of which shall be deemed original having identical legal effect.
IN WITNESS WHEREOF, the PARTIES hereto have executed this AMENDMENT the day and
year last written below.
WASHINGTON STATE
DEPARTMENT OF TRANSPORTATION
By:
eat n W. TUtylor, Director
uTransportation, WSDOT
Date: q .23 lo
r
CONTRACTOR
By:
Authorized Representative
Title:
Print Name:
Date: �4 � rZ70 / o
Page 1 of 1 GCA6232 -01
RECEIVED
OCT 0 5 2009
Public nw oportalion Office
Federal/State Operating Grant Agreement
WSDOT GRANT PROGRAM (select one): ® Consolidated Grant Program ❑ Regional Mobility Grant Program
Washington State Department of Transportation
CONTRACTOR:
Public Transportation Division
Yakima Transit
310 Maple Park Avenue SE
City of Yakima, Transit Division
PO Box 47387
2301 Fruitvale Boulevard
Olympia, WA 98504 -7387
Yakima, WA 98902 -1228
WSDOT Contact: Tom Hanson (509) 667 -3029
Contact Person: Gary Pira / Ken Mehin (509) 576 -6415
Term. of Project: July 1, 2009 through June 30, 2011
Federal ID #: 91- 6001293 8
Scope of Project: Scope of Project as set forth in Exhibit
I, Scope of Work and Budget.
Project Title: Operating funding assistance as described in
Exhibit I, Scope of Work and Budget
CFDA: 20.516 (JARC)
Service Area: As defined in attached Exhibit I
Project Costs:
Federal Funds $ 131,025
State Funds $ 99,800
Contractor Funds $ 131,025
Agreement Number: GCA6232
Total Project Cost $ 361,850
THIS AGREEMENT, entered into by the Washington State Department of Transportation, hereinafter "WSDOT ", and
the above Contractor, hereinafter "CONTRACTOR", individually the "PARTY" and collectively the "PARTIES ",
WITNESSETH THAT:
WHEREAS, Federal funding is authorized under 49 USC chapter 53; Title 23 USC (Highways); the Safe, Accountable,
Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA -LU) enacted as Public Law 109 -59, August 10,
2005; as amended by SAFETEA -LU Technical Corrections Act, 2008, Pub. L. 110 -244, June 6, 2008; the Transportation
Equity Act for the 21" Century (TEA -21) enacted as Public law 105 -178, June 9, 1998, as amended, the National Capital
Transportation Act of 1969, D.C. Official Code, §§ 9- 1111.01 et seq.; or other Federal laws FTA administers to the extent
FTA so determines;
WHEREAS, the State of Washington in its Sessions Laws of 2009, chapter 470, section 222 provides Rural Mobility,
Paratransit/Special Needs, Regional Mobility and other special proviso funding through the multi-modal transportation
account and regional mobility grant program account as identified in the budget through its 2009 -2011 biennial
appropriations to WSDOT;
WHEREAS, funding is authorized under 49 USC § 5316 for Job Access and Reverse Commute; and any subsequent
amendments and resolutions thereto;
WHEREAS, WSDOT's Public Transportation Division.administers the Paratransit/Special Needs Transit Formula Grant
Program funds to provide assistance to transit agencies for transportation related support of persons with special needs;
NOW, THEREFORE, in consideration of the terms,.conditions, performances and mutual covenants herein set forth and
the attached Exhibit I, "Scope of Work and Budget", which are incorporated and made a part hereof, IT IS MUTUALLY
AGREED AS FOLLOWS:
Section 1
Purpose of Agreement
The purpose of this AGREEMENT is for WSDOT to provide for operating assistance funds to the CONTRACTOR to be
used for the provision of transportation services to the residents and people within the State, hereinafter referred to as the
"Project ".
Section 2
Scope of Project
The CONTRACTOR shall undertake and complete the Project as detailed in Exhibit I, "Scope of Work and Budget ",
which is by this reference fully incorporated herein as if fully set out in this AGREEMENT, and to operate the service within
the area described in the caption space header above titled "Service Area ", in accordance with the terms and conditions of this
AGREEMENT. The caption space header titled "Service Area" and all caption space headers above by this reference are
incorporated herein as if fully set out in this AGREEMENT.
Section 3
Term of Project
The CONTRACTOR shall commence, perform, and complete the Project within the period of time defined in the caption
space titled "Term of Project" on this AGREEMENT regardless of the date of signature and execution of this AGREEMENT,
unless terminated as provided herein.
Section 4
Contractor's Share of Project Costs
The "Total Project Cost" of the Project shall not exceed the amount indicated in the caption space header above titled
"Project Costs ". The CONTRACTOR agrees to expend "Contractor's Funds" allocated for the Project in an amount sufficient,
when added together with any Federal, and State Funds allocated for the Project, to ensure payment of eligible expenses for
services described in the Scope of Project as detailed in Exhibit 1, Scope of Project and Budget of this AGREEMENT. The
CONTRACTOR further agrees that there shall be no reduction in the amount specified as the Contractor's Funds unless there
is a concurrent proportional reduction in the Federal and/or State Funds, or WSDOT pre - approves the reduction in writing..
If at any time the CONTRACTOR becomes aware that the cost which it expects to incur in the performance of this
AGREEMENT will exceed or be substantially less than the amount indicated in the caption space titled "Project Costs ", the
CONTRACTOR shall notify WSDOT promptly in writing to that effect. The CONTRACTOR agrees that "Project Costs"
eligible for federal participation, including State Funds and Contractor's Funds used as match to other FTA funds, must
comply with the standards of OMB Circular A -87, Revised, "Cost Principles for State and Local Governments ", or OMB
.Circular A -122, Revised, "Cost Principles for Non -Profit Organizations ", or FAR, 48 CFR .Chapter 1, subpart 31.2,
"Contracts with Commercial Organizations" whichever is appropriate.
Section 5
Payment
A. WSDOT, using FTA funds and/or State funds, shall reimburse the CONTRACTOR for expenses incurred in. completing
the Project referred to in the caption space titled, "Scope of Project ". Allowable Project expenses shall be determined by
WSDOT as described in WSDOT's "Guide to Managing Your Public Transportation Grant For 2009 -2011 State and
Federal Grants Awarded by the K'ashington State Department of Transportation" (WSDOT's "Guide to Managing Your
Public Transportation Grant ") and revisions thereto, which by this reference is incorporated as if fully set out and shall
constitute a full provision and term of this AGREEMENT. In no event shall the total amount reimbursed by WSDOT
hereunder exceed the "Federal Funds" or "State Funds" identified in the. caption space header.above.titled "Project Costs ".
B. Payment will be made by WSDOT on a reimbursable basis for actual net project costs incurred within the timeframe in
the caption space header above titled "Term of Project ". WSDOT shall make no payments for costs incurred prior to the
beginning date or after the ending date shown. The CONTRACTOR shall submit an invoice detailing and supporting the
costs incurred. Such invoices may be submitted no more than once a month and no less than once per quarter. If approved by
WSDOT, said invoices shall be paid by WSDOT within thirty (30) days of receipt of the invoice. Payment is subject to the
submission to and approval by WSDOT of appropriate invoices, reports, and financial summaries. Any financial summaries
submitted to WSDOT must include a record of the actual costs.
C. The CONTRACTOR's final payment request for funding must be received by WSDOT by July 15, 2011, within thirty
(30) days of the completion of the Project or within thirty (30) days of the termination of this AGREEMENT, whichever is
sooner. Any payment request for funds received after July 15,2011 will not.be eligible for reimbursement.
Section 6
Assignments-and Subcontracts
A. Unless otherwise authorized in advance and in writing by WSDOT, the CONTRACTOR will not assign any portion of
the Project or execute any contract, amendment, or change order thereto, or obligate itself in any manner with any assignee
with respect to it rights and responsibilities under this AGREEMENT.
B. The CONTRACTOR agrees to include Sections 8 through 25 of this AGREEMENT in each subcontract financed in
whole or in part with federal assistance provided by FI'A; and in all contracts it enters into for the employment of any
individuals, procurement of any materials, or the performance of any work to be accomplished under this AGREEMENT,
subject to the limitations set forth in Sections 19, C.3 and D.3 of this AGREEMENT. It is further agreed that those clauses
shall not be modified, except to identify the subcontractor or other person or entity that will be subject to its provisions. In
addition, the following provision shall be included in any advertisement or invitation to bid for any procurement by the
CONTRACTOR under this AGREEMENT:
Statement of Financial Assistance:
This AGREEMENT is subject to a financial assistance contract between the Washington State Department of
Transportation and the Federal Transit Administration and the appropriations of the.State of. Wash ington,
Section 7
Reports
A. The CONTRACTOR shall prepare reports regarding services provided pursuant to this AGREEMENT and other related
information, for such periods of time and with such frequency as prescribed in WSDOT's "Guide to Managing Your
Transportation Grant ". These reports include, but are not limited to:
Passenger Trips provided
• Project Service Hours provided
• Project Service Mies-provided
• Narrative Progress Report
• Financial status of the project
• Drug Abuse and Alcohol Abuse Testing compliance reports as required in.this AGREEMENT
• Goods and services purchased from Disadvantaged Business Enterprises (DBE's)
Section 8
General Compliance Assurance
The CONTRACTOR agrees to give reasonable guarantees that it and its subcontractors, lessees and any third party
contractors under this AGREEMENT, will comply with all requirements imposed by, or pursuant to, the Federal Transit Act
including any amendments thereto, and the Federal Regulations. The CONTRACTOR agrees to comply with the provisions
of 49 CFR Part 18 or 49 CFR Part 19, whichever is applicable, and the "Common Rule" as defined in OMB Circular A -87.
The CONTRACTOR agrees that the United States, any agency thereof, WSDOT and any of WSDOT's representatives, have
not only the right to monitor the compliance of the CONTRACTOR with the provisions of this Assurance, but also have the
right to seek judicial enforcement with regard to any matter arising under the Federal Transit Act, the Federal Regulations.
and this Assurance.
Section 9
Purchases
The CONTRACTOR shall make purchases of any incidental goods or supplies essential to this AGREEMENT through
procurement procedures approved in advance by WSDOT and consistent with the following provisions:
A. General Procurement Requirements. The CONTRACTOR shall comply with third party procurement requirements of
49 USC chapter 53 and other applicable Federal laws in effect now or as subsequently enacted; with USDOT third party
procurement regulations of 49 CFR § 18.36 or 49 CFR § 19.40 through 19.48 and other applicable Federal regulations
pertaining to third party procurements and subsequent amendments thereto. The CONTRACTOR shall also comply with the
provisions of FTA .Circular 4220. IF, "Third Party Contracting Guidance," November 1, 2008 and with any subsequent
amendments thereto, except to the extent FTA determines otherwise in writing, which by this reference are incorporated
herein; and any reference therein to "Grantee" shall mean CONTRACTOR.
B. Full and Open.Competition. In accordance with 49 USC § 5325, the.CONTRACTOR agrees to.conduct all procurement
transactions in a manner that provides full and open competition as determined by FTA.
C. Preference for United States Products and Services. To the extent applicable, the CONTRACTOR agrees to comply
.with the following U.S. preference requirements:
1. Buy America. The CONTRACTOR agrees to comply with 49 USC § 53230), with FTA regulations, `Buy America
Requirements," 49 CFR Part 661, and any later amendments thereto.
2. .Cargo Preference —Use of United States -Flag Vessels. The CONTRACTOR agrees.to comply with 46 USC §
55305 and U.S. Maritime Administration regulations, "Cargo Preference — U.S. -Flag Vessels," 46 CFR Part 381, to the extent
those regulations apply to the Project.
3. Fly America. The.CONTRACTOR understands and agrees that the Federal. Government will not participate in the
costs of international air transportation of any persons involved in or property acquired for the Project unless that air
transportation is provided by U.S. -flag air careers to the extent service by U.S. -flag air carriers is available, in accordance
with the International Air Transportation Fair. Competitive Practices Act of 1974, as amended, 49 USC § 40118, and with
U.S. GSA regulations, "Use of United States Flag Air Carriers," 41 CFR §§ 301 - 10.131 through 301 - 10.143.
D. Preference for Recycled Products. To the extent applicable, The CONTRACTOR agrees to comply with U. S.
Environmental Protection Agency (U.S. EPA), "Comprehensive Procurement Guideline for Products Containing Recovered
Materials ", 40 CFR Part 247, which implements section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act as amended, 42 USC § 6962. Accordingly, the CONTRACTOR agrees to provide a
_competitive preference for products and services that..conserve natural resources, protect the environment, and are.energy
efficient, except to the extent that the Federal Government determines otherwise in writing.
E. Geographic Restrictions. The CONTRACTOR agrees to not use any state or local geographic preference, except those
expressly mandated or.encouraged by federal statute.or as permitted by FTA.
F. Government Orders. In case any lawful government authority shall make any order with respect to the Project or
Project Equipment, or any part thereof, or the PARTIES hereto or either PARTY, the CONTRACTOR shall cooperate with
WSDOT in carrying out such order and will arrange its operation and business so as to enable WSDOT.to comply with the
terms of the order.
Section 10
Charter Service Operations
The CONTRACTOR agrees that neither it nor any public transportation operator performing work in connection with a
Project financed under 49 U.S.C. chapter 53 or under 23 U.S.C. §§ 133 or 142, will engage in charter service operations,
except as authorized by 49 U.S.C. § 5323(d) and FTA regulations, "Charter Service," 49 C.F.R. Part 604, and any Charter
Service regulations or FTA directives that may be issued,. except to the.extent that FTA determines otherwise in writing. The
Charter Service Agreement the CONTRACTOR has selected in its latest annual Certifications and Assurances is incorporated
by reference and made part of the Grant Agreement or Cooperative Agreement for the Project. If the CONTRACTOR has
failed to select the Charter Service Agreement in its latest annual Certifications and Assurances to FTA and does.conduct
charter service operations prohibited by FTA's Charter Service regulations, the CONTRACTOR understands and agrees that:
(1) the requirements ofFTA's Charter Service regulations and any amendments thereto will apply to any charter service it or
its subrecipients, lessees, third party contractors, or other participants in the Project.provide; (2) the definitions.of FTA's
Charter Service regulations will apply to the CONTRACTOR's charter operations, and (3) a pattern of violations of FTA's
Charter Service regulations may require corrective measures and imposition of remedies, including barring the
CONTRACTOR, subrecipient, lessee, third party contractor, or other. participant in the Project operating,public
transportation under the Project from receiving Federal financial assistance from FTA, or withholding an amount of Federal
assistance as set forth in Appendix D to those regulations.
Section 11
School Bus Operations
The CONTRACTOR agrees that neither it nor any public transportation operator performing work in connection with a
Project financed under 49 U.S.C. chapter 53 or under 23 U.S.C. §§ 133 or 142, will engage in school transportation
operations for the transportation of students or school personnel exclusively in.competition with private school transportation
operators, except as authorized by 49 U.S.C. §§ 5323(f) or (g), as applicable, and FTA regulations, "School Bus Operations,"
49 C.F.R. Part 605 to the extent consistent with 49 U.S.C. §§ 5323(f) or (g), in accordance with any School Transportation
Operations regulations or FTA directives that may be issued at a later date, except . to the extent that FTA .determines
otherwise in writing. The School Transportation Operations Agreement the CONTRACTOR has selected in its latest annual
Certifications and Assurances is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement
for the Project. If the CONTRACTOR has failed -to select the School Transportation Agreement in its latest annual
Certifications and Assurances to FTA and does conduct school transportation operations prohibited by FTA's School Bus
Operations regulations, 49 C.F.R. Part 605, to the extent those regulations are consistent with 49 U.S.C. §§ 5323(f) or (g), the
CONTRACTOR understands and agrees that: (1) the requirements of FTA's School Bus Operations .regulations, 49 C.F.R.
Part 605, to the extent consistent with 49 U.S.C. §§ 5323(f) or (g), will apply to any school transportation service it or its
subrecipients, lessees, third party contractor, or other participants in the project provide, (2) the definitions of FTA's School
Bus Operations regulations will apply to the CONTRACTOR's school transportation operations,. and (3) if.there is .a violation
of FTA's School Bus Operations regulations to the extent consistent with 49 U.S.C. §§ 5323(f) or (g ), FTA will bar the
CONTRACTOR, subrecipient, lessee, third party contractor, or other Project participant operating public transportation that
has violated FTA's School Bus Operations regulations, 49 C.F.R. Part 605, to the.extent consistent with 49 U.S.C. §§ 5323(f)
or (g), from receiving Federal transit assistance in an amount FTA considers appropriate.
Section 12
Incorporation of Federal Terms
A. Purchasing. This AGREEMENT's.provisions include, in part,.certain Standard Terms and - Conditions required by FTA,
whether or not expressly set forth in this AGREEMENT's provisions. All contractual provisions required by FTA, as set forth
in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA
mandated terms shall be deemed to control in .the. event of a conflict with other provisions contained in this AGREEMENT.
The CONTRACTOR shall not perform any act, fail to perform any act, or refuse to comply with any WSDOT request, which
would cause WSDOT to be in violation of any FTA term or condition.
B. Federal Changes. The CONTRACTOR shall at all times .comply with all applicable FTA regulations, .policies,
procedures and directives, whether or not they are referenced in this AGREEMENT and to include any amendments
promulgated by the FTA, during the term of this AGREEMENT. The CONTRACTOR's failure to so comply shall constitute
a material breach of this -AGREEMENT.
Section 13
No Obligation by the Federal Government
A. WSDOT and the CONTRACTOR acknowledge and agree that regardless of any concurrence or approval by the Federal
Government of the solicitation or award of this AGREEMENT, the Federal Government is not a party to this AGREEMENT
unless it .provides its, express written - consent. The Federal Government shall not be subject to any. obligations.or.liabilities to
the CONTRACTOR, subcontractor, lessee, or any other participant at any tier of the project (whether or not a PARTY to this
AGREEMENT) pertaining to any matter resulting from this AGREEMENT.
B. No contract between the CONTRACTOR and, its subcontractors, lessees, or any other participant at any tier of the.project
shall create any obligation or liability of WSDOT with regard to this AGREEMENT without WSDOT's specific written
consent, notwithstanding its concurrence in, or approval of, the award of any contract or subcontract or the solicitations
thereof. The CONTRACTOR hereby agrees to include this provision in all .contracts it .enters into for the employment of any
individuals, procurement of any materials, or the performance of any work to be accomplished under this AGREEMENT.
Section 14
Personal Liability of Public Officers
No officer or employee of WSDOT shall be personally liable for any acts or failure to act in connection with this
AGREEMENT, it being understood that in such matters they are acting solely as agents of WSDOT.
Section 15
Ethics
A. Code of Ethics. The CONTRACTOR agrees to maintain a written code or standards ofconduct that shall.govern the
performance of its officers, employees, board members, or agents engaged in the award and administration of contracts,
subagreements, leases, third party contracts, or other arrangements supported by federal assistance. The code or standards
shall provide that the CONTRACTOR's officers, employees, board members, or agents may neither solicit nor accept
gratuities, favors, or anything of monetary value from any present or potential subcontractor, lessee, sub - recipient, or
participant at any tier of the Project, or agent thereof. The CONTRACTOR may set de minimis rules where the financial
interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value. These codes or standards shall prohibit
the, CONTRACTOR's officers, employees, board members, or agents from using their positions for a purpose that -constitutes
or presents the appearance of personal or organizational conflict of interest or personal gain. As permitted by state or local
law or regulations, such code or standards shall include penalties, sanctions, or other disciplinary actions for violations by the
CONTRACTOR's officers, -employees, board members, or agents, or by subcontractors, lessees, sub - recipients, other
participants, or their agents. The CONTRACTOR must fully comply with all the requirements and obligations of chapter
42.52 RCW that govern ethics in state and local governments.
1. Personal Conflict of Interest. The CONTRACTOR's.code or standards shall prohibit the CONTRACTOR's
employees, officers, board members, or agents from participating in the selection, award, or administration of a contract
supported by Federal Funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when any
of the PARTIES set forth below has a financial.or other interest in the firm or.entity selected for award:
a. The employee, officer, board member, or agent;
b. Any member of his or her immediate family;
c. His or her partner; or
d. An organization that employs, or is about to employ, any of the above.
2. Organizational Conflict of Interest. The CONTRACTOR's code or standard of conduct must include procedures
for identifying and preventing real and.apparent organizational conflicts of interest. An organizational conflict of interest
exists when the nature of the work to be performed under a proposed third party contract, subagreement, lease, or other
arrangement at any tier may, without some restrictions on future activities, result in an unfair competitive advantage to the
third.party_contractor or impair its objectivity in performing the work.under this AGREEMENT.
B. Debarment and Suspension. The CONTRACTOR agrees to comply, and assures the compliance of each sub - recipient,
lessee, third party contractor, or other participant at any tier of the project, with the requirements of Executive Orders
Numbers 12549 and 12689, "Debarment and Suspension, "31 USC § 6101 note, and USDOT regulations, "Non- procurement
Suspension and Debarment" 2 CFR Part 1200, which adopts and supplements the provisions of U.S. Office of Management
and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Non- procurement)," 2
CFR Part 180. The CONTRACTOR agrees to, and assures that its subrecipients, lessees, third party contractors, and..other
participants at any tier of the Project will, review the "Excluded Parties Listing System" at http: / /cpls.goN,/ before entering
into any third subagreement, lease, third party contract, or other arrangement in connection with the Project.
C. Bonus or Commission. The CONTRACTOR affirms that it has not paid, and agrees not to pay, any bonus or
commission to obtain.approval of its.application for federal financial assistance for this Project.
D. Relationships with Employees and Officers of WSDOT. The CONTRACTOR shall not extend any loan, gratuity or
gift of money in any form whatsoever to any employee or officer of WSDOT, nor shall the CONTRACTOR rent or purchase
any Equipment and materials from any employee.or officer.of WSDOT.
E. Employment of Former WSDOT Employees. The CONTRACTOR hereby warrants that it shall not engage on a full,
part -time, or other basis during the period of this AGREEMENT, any professional or technical personnel who are, or have
been, at any time during the period of this AGREEMENT, in the employ of WSDOT without written -consent of WSDOT.
F. Restrictions on Lobbying. The CONTRACTOR agrees to:
1. Comply with 31 USC § 1352(a) and will not use Federal assistance to pay the costs of influencing any officer or
employee of a Federal agency, Member of Congress, officer of Congress or employee-of a member of Congress, in.connection
with making or extending the Grant AGREEMENT or Cooperative Agreement; and
2. Comply, and assure compliance by each subcontractor at any tier, each lessee at any tier and each sub - recipient at
any tier, with applicable requirements of USDOT regulations, "New Restriction on Lobbying," 49 CFR Part 20, modified as
necessary by 31 USC § 1352; and
3. Comply with federal statutory provisions to the extent applicable prohibiting the use of Federal assistance Funds for
activities designed to influence Congress or a state legislature on legislation or appropriations, except through.proper, .official
channels.
G. Employee Political Activity. To the extent applicable, the CONTRACTOR agrees to comply with the provisions of the
"Hatch Act," 5 USC §§ 1501 through 1508, and §§ 7324 — 7326, and Office of Personnel Management regulations, "Political
Activity of State or Local Officers or Employees," 5 CFR Part 151. The "Hatch Act" limits the political activities of state and
local agencies and their officers and employees, whose principal employment activities are financed in whole or in part with
Federal Funds including a loan,.grant, or, cooperative agreement. Nevertheless, in.accordance with 49 USC § 5307 (k)(2)(B)
and 23 USC § 142(g), the "Hatch Act" does not apply to a non - supervisory employee of a public transportation system (or of
any other agency or entity performing related functions) receiving assistance pursuant to the SAFETEA -LU provisions and/or
receiving FTA assistance to whom the "Hatch Act" does not otherwise apply.
H. False or Fraudulent Statements or Claims. The CONTRACTOR acknowledges and agrees that:
1. Civil Fraud: The Program Fraud Civil Remedies Act of 1986, as amended, 31 USC §§ 3801 et seq., and USDOT
regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its activities in connection with .the Project.
Accordingly, by executingxhis AGREEMENT, the CONTRACTOR certifies or affirms the truthfulness and accurac_y.of each
statement it has made, it makes, or it may make in connection with the Project covered by this AGREEMENT. In addition to
other penalties that may apply, the CONTRACTOR also acknowledges that if it makes a false, fictitious, or fraudulent claim,
statement, submission,.or.certification to the Federal Government, the Federal Government reserves the right.to impose the
penalties of the Program Fraud Civil Remedies Act of 1986, as amended, on the CONTRACTOR to the extent the Federal
Government deems appropriate.
2. Criminal Fraud: If the CONTRACTOR makes a false, fictitious, or fraudulent claim, statement, submission,
certification, assurance, or representation to the Federal Government or includes a false, fictitious, or fraudulent statement or
representation in any agreement in connection with this Project authorized under 49 USC Chapter 53 or any other federal
law, the Federal Government reserves the right to impose on the CONTRACTOR the penalties.of 49 USC §5323(1), 18 USC
§ 1001 or other applicable Federal law to the extent the Federal Government deems appropriate.
1. Trafficking in Persons. To the extent applicable, the CONTRACTOR agrees to comply with, and assures the compliance
.of each subrecipient with, the requirements of the subsection 106(g).of the Trafficking Victims Protection Act of.2000
(TVPA), as amended, 22 USC § 7104(g), and the provisions of this Subsection 3.g of FTA Master Agreement (15) dated
October 1,. 2008, which by this reference is incorporated herein as if fully set out in this AGREEMENT, and -any amendments
thereto, which is accessible at litip://w�Nii,.fta..dot.gov/documents/15-Master.pdfconsistent with U.S. OMB guidance,
"Trafficking in Persons: Grants and Cooperative Agreements," 2 CFR Part 175.
Section 16
Compliance with Laws and Regulations
The.CONTRACTOR agrees to abide by all applicable state and federal laws and regulations including but. not limited to,
those concerning employment, equal opportunity employment, nondiscrimination assurances, Project record keeping
necessary to evidence compliance, with such federal and state laws and regulations, and retention of all such records. The
.CONTRACTOR will adhere to all of the nondiscrimination provisions in.chapter 49.60 RCW.
Section 17
Civil Rights
The CONTRACTOR shall comply with all applicable civil rights laws, regulations and directives, except to the extent
that the Federal Government determines otherwise in writing. These include, but are not limited to, the following:
A. Nondiscrimination in Federal Transit Programs. The CONTRACTOR agrees to comply,.and assures.compliance by
each third party contractor, lessee or other participant at any tier, with the provisions of 49 USC § 5332, which prohibits
discrimination on the basis of race, color, creed, national origin, sex, or age, and prohibits discrimination in employment or
business opportunity;
B. Nondiscrimination —Title VI of the Civil Rights Act. The CONTRACTOR agrees to comply, and assure compliance by
each third party contractor at any tier, with all provisions prohibiting discrimination on the basis of race, color, or national
origin of Title VI of the Civil Rights Act.of 1.964, as amended, 42 USC §§ 2000d.et seq.; and USDOT regulations,
"Nondiscrimination in Federally- Assisted Programs of the Department of Transportation -- Effectuation of Title VI of the Civil
Rights Act ", 49 CFR Part 21. Except to .the extent FTA determines otherwise in writing, the CONTRACTOR also agrees to
follow all applicable provisions of FTA Circular 4702.1A, "Title VI and Title VI- Dependent Guidelines for Federal Transit
Assistance Recipients," May 13, 2007 and any other applicable federal directives that may be issued;
C. Equal Employment Opportunity. The CONTRACTOR agrees to comply, and assures compliance by.each.third party
contractor, lessee or other participant at any tier of the Project, with all requirements of Title VII of the Civil Rights Act of
1964, as amended, 42 USC § 2000e, and 49 USC §5332 and any implementing Federal regulations and any subsequent
amendments thereto. Except to the extent FTA.determines otherwise in writing, -the CONTRACTOR also agrees. to comply
with any applicable Federal EEO directives that may be issued. Accordingly:
1. The CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment because
of. race, color, creed, sex, disability, age, or national origin. The CONTRACTOR agrees to take affirmative action Io.ensure
that applicants are employed and that employees are treated during employment, without regard to their race, color, creed,
sex, disability, age, or national origin. Such action shall include, but not be limited to, employment, upgrading, demotion or
transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The CONTRACTOR shall also comply with any implementing requirements
FTA may issue.
2. If the CONTRACTOR is required to submit and obtain Federal Govermnent.approval of its EEO program, .that EEO
program approved by the Federal Government is incorporated by reference and made part of this AGREEMENT. Failure by
the CONTRACTOR to carry out the terms of that EEO program shall be treated as a violation of this AGREEMENT. Upon
notification to the CONTRACTOR of its failure to carry out the approved EEO program, the Federal Government may
impose such remedies, as it considers appropriate, including termination of federal financial assistance, or other measures
that may affect the CONTRACTOR's eligibility to obtain future federal financial assistance for transportation projects.
D. Nondiscrimination on the Basis of.Sea. The CONTRACTOR agrees to.comply with.all applicable requirements of
Title IX of the Education Amendments of 1972, as amended, 20 USC §§ 1681 et seq. and with any implementing Federal
regulations that prohibit discrimination on the basis of sex that may be applicable.
E. Nondiscrimination on the basis of Age, The CONTRACTOR agrees to comply with applicable requirements of
1. The Age Discrimination Act of 1975, as amended, 42 USC §§ 6101 et seq., and with implementing U.S. Health and
Human Services regulations, "Nondiscrimination on the Basis of Age in Programs and Activities Receiving Federal
Financial Assistance ", 45 CFR Part 90, which prohibits discrimination on the basis of age.
2. The Age Discrimination in Employment Act (ADEA) 29 USC §§ 621 through 634 and with implementing U.S.
Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in Employment Act" 29
CFR Part 1625.
F. Disabilities - Employment. In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 USC
§ 12112, the CONTRACTOR agrees that it will comply with the requirements of U.S. Equal Employment Opportunity
Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR
Part 1630, pertaining to employment of persons with disabilities. In addition, the CONTRACTOR agrees to comply with any
implementing requirements FTA may issue.
G. Disabilities - Access. The CONTRACTOR agrees to comply with the requirements.of 49 USC § 5301(d) which state the
Federal policy that the elderly and persons with disabilities have the same rights as other persons to use mass transportation
service and facilities, and that special efforts shall be made in planning and designing those services and facilities to
implement said policy. The CONTRACTOR. also agrees to comply with all applicable requirements of section 504 of.the
Rehabilitation Act of 1973, as amended, 29 USC § 794, which prohibit discrimination on the basis of handicap; with the
Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC §§ 12101 et seq., which requires the provision of
accessible facilities and services to be made available to persons with disabilities; .and the Architectural Barriers Act of 1968,
as amended, 42 USC §§ 4151 et seq, which requires that buildings and public accommodations be accessible to persons with
disabilities and with other laws and amendments thereto pertaining to access for individuals with disabilities that may be
applicable. In addition, the Recipient agrees to comply with applicable implementing Federal regulations.and any later
amendments thereto, and agrees to follow applicable Federal directives except to the extent FTA approves otherwise in
writing. Among those regulations and directives are the following: USDOT regulations,. "Transportation Services for
Individuals with Disabilities (ADA)," 49 CFR Part 37; USDOT regulations, "Nondiscrimination on the Basis of Handicap.in
Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 CFR Part 27; Joint U.S.
Architectural and Transportation Barriers Compliance Board USDOT regulations; "Americans with Disabilities (ADA)
Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38; U.S. DOJ regulations,
"Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 CFR Part 35; U.S. DOJ
regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 CFR
Part 36; U.S. GSA regulations, "Accommodations for the Physically Handicapped," 41 CFR Subpart 101 -19; U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans ," ith
Disabilities Act," 29 CFR Part 1630; U.S. Federal Communications Commission regulations, "Telecommunications Relay
Services and Related Custom Premises Equipment for the Hearing and Speech Disabled," 47 CFR Part 64, Subpart F; U.S.
Architectural and Transportation Barriers Compliance Board (ATBCB) regulations, "Electronic and Information Technology
Accessibility Standards" 36 CFR Part 1194; FTA regulations, "Transportation for Elderly and Handicapped Persons," 49
CFR Part 609; and Federal civil rights.and nondiscrimination directives implementing.the foregoing regulations, except to the
extent the Federal Government determines otherwise in writing.
H. Drug or Alcohol Abuse. Confidentiality and Other Civil Rights Protections. The CONTRACTOR agrees to comply
with the confidentiality and other civil rights provisions of the Drug Abuse Office and Treatment Act.of 1972, as amended 21
USC §§ 1101 et seq.; with the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act
of 1970, as amended; 42 USC §§ 4541 et seq.; and comply with the Public Health Service Act of 1912, as amended, 42 USC
§§ 201 et seq. and any amendments to these laws.
1. Access to Services for Persons with Limited English Proficiency. The CONTRACTOR agrees to comply with the
policies of Executive Order No. 13166, "Improving Access to Services for Persons with Limited English Proficiency," 42
USC § 2000d -1 note, and with provisions of USDOT Notice "DOT Policy Guidance Concerning Recipients' Responsibilities
to Limited English Proficient (LEP) Persons," 70 Fed. Reg. 74087, December 14, 2005.
J. Environmental Justice. The CONTRACTOR agrees to comply with the policies of Executive Order No. 12898, "Federal
Actions to Address Environmental Justice in Minority populations and Low - Income Populations ", 42 USC § 4321 note,
except to the extent that the Federal Government determines.otherwise in writing.
K. Other Nondiscrimination Statutes. The CONTRACTOR agrees to comply with all applicable provisions of other
Federal laws, regulations, and directives pertaining to and prohibiting discrimination and other nondiscrimination statute(s)
that may apply to the Project including.chapter 49.60 RCW.
Section 18
Participation of (Disadvantaged Business Enterprises
The CONTRACTOR shall take the following measures to facilitate participation by disadvantaged business enterprises (DBE)
in the Project:
A. The CONTRACTOR-agrees to. comply with section 1101(b) of SAFETEA -LU, 23 USC §101 note, and USDOT
regulations, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance
Programs," 49 CFR Part 26; and
B. The CONTRACTOR agrees that.it shall not discrim nate on the.basis of race, color, national origin, or sex in the.award
and performance of any third party contract, or sub - agreement supported with federal assistance derived from the USDOT or
in the administration of its DBE program or the requirements of 49 CFR Part 26. The CONTRACTOR agrees to take all
necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of.all third
party contracts and sub - agreements supported with federal assistance derived from the USDOT. The CONTRACTOR's DBE
program, as required by 49 CFR Part 26 and approved by the USDOT, is incorporated by reference and made part of this
AGREEMENT. Implementation of the DBE program is a legal obligation, .and failure to carry out its .terms shall be treated
as violation of this AGREEMENT. Upon notification to the CONTRACTOR of its failure to implement its approved DBE
program, the USDOT may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the
matter for enforcement under 18 USC § 1001, -and/or the Program Fraud Civil Remedies Act, 31.USC . §§ 3801 et seq.
Section 19
Energy Conservation and Environmental Requirements
A. Energy Conservation. The CONTRACTOR shall comply with the mandatory standards and policies relating to energy
efficiency standards and policies within the Washington State energy conservation plan issued in compliance with the Energy
Policy.and Conservation Act, 42 USC §§ 6321 et seq., and any.amendments thereto.
B. Environmental Protection. The CONTRACTOR agrees to comply with all applicable requirements of the National
Environmental Policy Act of 1969, as amended, 42 USC §§ 4321 -4335; Executive Order No. 11514, as amended, "Protection
and Enhancement of Environmental Quality," 42 USC § 4321 note; FTA statutory requirements-at 49 USC § 5324(b); .U.S.
Council on Environmental Quality regulations imposing requirements for compliance with the National Enviromnental Policy
Act of 1969, as amended, 40 CFR Part 1500 - 1508; joint Federal Highway Administration (FHWA)/FTA regulations,
"Environmental Impact and Related Procedures," 23 CFR Part 77 Land 49 CFR Part 622, and subsequent Federal
environmental protection regulations that may be promulgated. The CONTRACTOR agrees to comply with 23 USC §§ 139
and 326 as applicable, and implement those requirements in accordance with the provisions of joint FHWA/FTA final
guidance, "SAFETEA -LU Environmental Review Process (Public Law 109 -59)," 71 Fed. Reg. 66576 et seq., November 15,
2006, and any applicable Federal directives that may be issued at a later date, except to the extent that FTA determines
otherwise in writing.
C. Clean Water. In the event that the Federal Funds identified in the.caption space header of this AGREEMENT entitled
"Project Cost ", exceeds $100,000, the CONTRACTOR agrees to comply with all applicable standards, orders, or regulations
issued pursuant to Section 508 of the Clean Water Act, as amended, 33 USC § 1368, and other applicable requirements of the
Clean Water Act, as amended 33 USC §§ 1251 through 1377.
1. The CONTRACTOR agrees to refrain from using any violating facilities.
2. The CONTRACTOR agrees to report each violation to WSDOT and understands and agrees that WSDOT, in turn,
shall report.each violation, as required, to the FTA and.to the appropriate EPA Regional Office.
3. The CONTRACTOR also agrees to include these requirements in each subcontract that exceeds $100,000 and is
financed in whole or in part with Federal assistance provided by FTA.
D. Clean Air. In the event that the federal share, identified in "Project Cost" of this AGREEMENT exceeds .$100,000, .the
CONTRACTOR shall comply with all applicable standards, orders or regulations issued pursuant to Section 306 of the Clean
Air Act, as amended, 42 USC § 7414, and other applicable provisions of the Clean Air Act, as amended, 42 USC §§ 7401 -
7671q .et seq.
1. The CONTRACTOR agrees to refrain from using any violating facilities.
2. The CONTRACTOR agrees to report each violation to WSDOT and understands and agrees that WSDOT will, in
turn, report each violation to the FTA and to the appropriate EPA Regional Office.
3. The CONTRACTOR also agrees to include these requirements in each subcontract exceeding $100,000 financed in
whole or in part with federal assistance provided.by FTA.
Section 20
Accounting Records
A. Project Accounts. The CONTRACTOR agrees to establish and maintain for the Project either a separate set of accounts
or separate accounts within the framework of an established accounting system that can be identified with the Project, in
accordance with applicable federal regulations and other requirements that FTA may impose. The .CONTRACTOR agrees
that all checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to
the Project shall be clearly identified, readily accessible, and available to WSDOT and FTA upon request, and, to the extent
feasible, kept separate from documents not pertaining to the Project.
B. Funds Received or Made Available for the Project. The CONTRACTOR agrees to deposit in a financial institution,
all advance Project payments it receives from the Federal Government and record in the Project Account all amounts provided
by the Federal Government in support of this Grant AGREEMENT or Cooperative AGREEMENT and..all .other funds
provided for, accruing to, or otherwise received on account of the Project (Project funds) in accordance with applicable
Federal regulations and other requirements FTA may impose. Use of financial institutions owned at least 50 percent by
minority.group members is.encouraged.
C. Documentation of Project Costs and Program Income. The CONTRACTOR agrees to support all allowable costs
charged to the Project, including any approved services contributed by the CONTRACTOR or others, with properly executed
.payrolls, time records, invoices,.contracts, or vouchers describing.in detail the nature and propriety.of.the charges. The
CONTRACTOR also agrees to maintain accurate records of all program income derived from implementing the Project.
D. Checks, Orders, and Vouchers. The CONTRACTOR agrees to refrain from drawing checks, drafts, or orders for goods
.or services to. be.charged against the Project Account .until it has received and filed a properly signed voucher describing in
proper detail the purpose for the expenditure.
Section 21
Audits, Inspection, and Retention of Records
A. Submission of Proceedings, Agreements,.and Other Documents. During the.course.of the Project and for six.(6) years
thereafter, the CONTRACTOR agrees to retain intact and to provide any data, documents, reports, records, contracts, and
supporting materials relating to the Project as WSDOT may require. Reporting and record- keeping requirements are set forth
in 49 CFR Part 19, whichever is applicable. Project.closeout does not alter these recording and record - keeping.requirements.
Should an audit, enforcement, or litigation process be commenced, but not completed, during the aforementioned six -year
period then the CONTRACTOR's obligations hereunder shall be extended until the conclusion of that pending audit,
enforcement,.or litigation.process.
B. General Audit Requirements. The CONTRACTOR agrees to perform the financial and compliance audits required by
the Single Audit Act Amendments of 1996, 31 USC §§ 7501 et seq. As provided by 49 CFR § 19.26, these audits must
comply with OMB Circular A -133, Revised, "Audits of.States, Local .Governments, and Non -Profit Organizations, "and the
latest applicable OMB A -133 Compliance Supplement provisions for the USDOT, and any further revision or supplement
thereto. The CONTRACTOR agrees that audits will be carried out in accordance with U.S. General Accounting Office
"Government Auditing Standards ". The CONTRACTOR agrees to obtain any other audits required by WSDOT. Project
closeout will not alter the CONTRACTOR's audit responsibilities.
C. Inspection. The CONTRACTOR agrees to permit WSDOT, the State Auditor, the United States Department of
Transportation, and the.Comptroller General of the United States, or their authorized representatives, .to inspect all Project
work materials, payrolls, and other data, and to audit the books, records, and accounts of the CONTRACTOR and its
contractors pertaining to the Project. The CONTRACTOR agrees to require each third party contractor whose contract award
is not based on competitive bidding procedures as defined by the United States Department of Transportation .to .permit
WSDOT, the State Auditor, the United States Department of Transportation, and the Comptroller General of the United
States, or their duly authorized representatives, to inspect all work, materials, payrolls, and other data and records involving
that third party contract, and to audit the books, records, and.accounts involving.that third party.contract.as it.affects the
Project as required by 49 USC § 5325(g).
Section 22
Labor Provisions
A. Contract Work Hours and Safety. Standards Act. The CONTRACTOR shall comply with, and shall require the
compliance by each subcontractor at any tier, any applicable employee protection requirements for non - construction
employees as defined by the Contract Work Hours and Safety Standards Act, as amended, 40 USC § 3701 et seq., and
specifically, the wage and hour requirements of section 102 of that Act at 40 USC § 3702 and USDOL regulations, "Labor
Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards
Provisions Applicable to Non - construction Contracts Subject to the Contract Work Hours and Safety Standards Act)" at 29
CFR Part 5; and the safety requirements of section 107 of that Act at 40 USC § 3704, and implementing.USDOL regulations,
"Safety and Health Regulations for Construction," 29 CFR Part 1926.
B. Fair Labor Standards Act. The CONTRACTOR agrees that the minimum wage and overtime provisions of the Fair
Labor Standards Act, as amended, 29 USC §§ 201 et seq., apply to employees performing work involving commerce, and
apply to any local government employees that are public transit authority employees. The CONTRACTOR shall comply with
the Fair Labor Standards Act's minimum wage and overtime requirements for employees performing work in connection with
the Project.
C. Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may
require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any
workweek in which he or she is employed on such work.to work in excess of forty (40) hours in such workweek. unless such
laborer or mechanic receives compensation at a rate not less than one and one -half times the basic rate of pay for all hours
worked in excess of 40 hours in such workweek.
D. Payrolls and Basic Records. Payrolls and basic records relating thereto shall.be maintained by the CONTRACTOR
during the course of the work and preserved for a period of six (6) years thereafter for all laborers and mechanics working at
the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or
development.of the Project). Such records shall contain the name, address, and social security number of each such worker,
his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide
fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis -Bacon Act, Public Law 88-
.349 as amended.by 40 USC §§ 3141 e1 seq., and.pursuant.to 49 USC §5333(a) et seq., daily .and .weekly number.of hours
worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that
the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a
plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, Public Law 88 -349, as.amended.by 40.USC § 3141
et seq. and pursuant to 49 USC § 5333(a), the CONTRACTOR shall maintain records which show that the commitment to
provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has
been communicated in writing to.the laborers.or mechanics affected, and records which show the .costs.anticipated or.the
actual cost incurred in providing such benefits. CONTRACTOR's employing apprentices or trainees under approved
programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs,
the registration .of.the apprentices and trainees, and the ratios and wage rates.prescribed in the. applicable programs.
E. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in
paragraph (A) of this section the CONTRACTOR and any subcontractor responsible therefore shall be liable for the unpaid
wages. In addition, such CONTRACTOR and subcontractor shall be liable to the.United States for liquidated,damages. Such
liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards,
employed in violation of the clause set forth in paragraph (A) of this section, in the sum of ten dollars ($10) for each calendar
day on which such individual was required or permitted.to work in excess of the standard workweekof forty .(40) hours
without payment of the overtime wages required by the clause set forth in paragraph (B) of this section.
F. Withholding for unpaid wages and liquidated damages. The CONTRACTOR shall upon its own action or upon
written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from.any
moneys payable on account of work performed by the CONTRACTOR or subcontractor under any such contract or any other
federal contract with the same prime CONTRACTOR, or any other federally- assisted contract subject to the Contract Work
Hours and Safety Standards Act, which is held by the same prime CONTRACTOR, such sums as may be determined to be
necessary to satisfy any liabilities of such CONTRACTOR or subcontractor for unpaid wages and liquidated damages as
provided in the clause set forth in paragraph (E) of this section.
G. Public Transportation Employee Protective Agreement. To the extent required by Federal Law, the CONTRACTOR
agrees to implement the Project in accordance with the terms and conditions that the U.S. Secretary of Labor has determined
to be fair and equitable to protect the interests of any employees affected by the Project and that comply with the requirements
of 49 USC § 5333 (b), in accordance with the USDOL guidelines, "Section 5333(b), Federal Transit Law," 29 CFR Part 215
and any amendments thereto. These terms and conditions are identified in USDOL's certification of public transportation
employee protective arrangements to FTA. The CONTRACTOR agrees to implement the Project in accordance with the
conditions stated in that USDOL certification, which certification and any documents cited therein are incorporated by
reference and made part of this AGREEMENT. The CONTRACTOR also agrees to comply with the terms and conditions of
the Special Warranty for the Non - urbanized Area Program that is most current as of the date of execution of this
AGREEMENT and any alternative comparable arrangements specified by USDOL for application to the Project, in
accordance with USDOL guidelines, "Section 5333(b), Federal Transit Law," 29 CFR Part 215, and.any revision thereto.
Section 23
Planning. and Private Enterprise
FTA Requirements. The CONTRACTOR agrees to implement the Project in a manner consistent with the plans
developed in compliance with the applicable planning and private enterprise provisions of 49 USC §§ 5303, 5304, 5306, and
5323(a)(1); joint Federal Highway Administration (FHWA)/ FTA regulations, "Statewide Transportation Planning:
Metropolitan Transportation Planning," 23 CFR Part 450 and 49 CFR Part 613; and any amendments thereto, and with FTA
regulations, "Major Capital Investment Projects," 49 CFR Part 611, to the extent that these regulations are consistent with the
SAFETEA -LU amendments to the public transportation planning and private enterprise laws,.and when promulgated,. any
subsequent amendments to those regulations. To the extent feasible, the CONTRACTOR agrees to comply with the
provisions of 49 USC § 5323(k), which afford governmental agencies and non -profit organizations that receive Federal
assistance for non - emergency transportation from Federal .Government sources (other than USDOT) an opportunity .to be
included in the design, coordination, and planning of transportation services. During the implementation of the Project, the
CONTRACTOR agrees to take into considerations the recommendations of Executive Order No. 12803, "Infrastructure
Privatization," 31 USC § 501 note, and Executive Order No 12893, "Principles for Federal Infrastructure Investments," 31
USC § 501 note.
Section 24
Substance Abuse
A. Drug and Alcohol Abuse - The CONTRACTOR agrees to establish and implement a drug and alcohol testing program
that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and
permit any authorized representative of.the United States Department.of Transportation or.its operating administrations and
WSDOT to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as
required under 49 CFR Part 655 and review the testing process. The CONTRACTOR agrees further to submit annually the
Management Information System (M[IS) reports to WSDOT by February 28`h each year during the term .identified in the
caption space header above titled "the Term of Project ".
B. Drug or Alcohol Abuse - Confidentiality and Other Civil Rights Protections The CONTRACTOR agrees to comply
with the.confidentiality and other civil rights provisions pertaining to the Drug Abuse Office and Treatment Act of 1972, Pub.
L. 92 -255, March 21, 1972, as amended 21 U.S.C. § §1101 et seq., the Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment, and Rehabilitation Act of 1970, Pub. L. 91 -616, Dec. 31, 1970, as amended 42 U.S.C. §§ 4541 et seq.,
and the Public Health Services Act of 1912, as amended 42 U.S.C. §§ 201 et seq., 42 USC §§ 290dd -2, 290dd -3.and 290ee -3
including amendments to these acts. The CONTRACTOR understands the requirements of confidentiality concerning persons
covered and/or receiving services and/or treatment regarding alcohol and drug abuse, as defined in the aforementioned acts as
applicable, including any.civil and criminal penalties for not complying with the requirements of confidentiality and that
failure to comply with such requirements may result in termination of this AGREEMENT.
Section 25
Federal "$1 Coin' Requirements
To the extent required.by the Federal Government, the CONTRACTOR agree to comply with the provisions of section
104 of the Presidential $1 Coin Act of 2005, 31 USC § 5112(p), so that the CONTRACTOR's equipment and facilities
requiring the use of coins or currency will be fully capable of accepting and dispensing $1 coins in the connection with that
use. The CONTRACTOR also agrees to display signs and notices denoting the capability of its equipment and facilities on its
premises where coins or currency are accepted or dispensed, including on each vending machine.
Section 26
Coordination of Special Needs Transportation
It is the policy of WSDOT to actively support coordination of special needs transportation in the State. As a.condition of
assistance, the CONTRACTOR is required to participate in local transportation coordination coalitions in their service area
that are sponsored by the Agency Council on Coordinated Transportation (ACCT).
Section 26
Agreement Modifications
Either PARTY may request changes to this AGREEMENT. Any changes to the terms of this AGREEMENT must be
mutually agreed upon and incorporated by written amendment to this AGREEMENT. Such amendments or modifications to
the.terms of this AGREEMENT shall not be binding or valid unless signed by the.authorized representatives of both
PARTIES.
Section 28
Changed Conditions Affecting Performance
The CONTRACTOR hereby agrees to immediately notify WSDOT in writing of any change in conditions or law, or of
any other.event, which may affect its ability to.perform the Project in.accordance with the provisions of this AGREEMENT.
Section 29
Disputes
A. Disputes. Disputes, arising in the performance of this AGREEMENT, which are not resolved by agreement of the
PARTIES, shall be decided in writing by the WSDOT Public Transportation Assistant Director or Assistant Director's
designee. This decision shall be final and conclusive unless within ten (10) days from the date of the CONTRACTOR's
receipt of its copy, the CONTRACTOR mails or otherwise furnishes a written appeal to the Director of the Public
Transportation Division or the Director's designee. In connection with any such appeal, the CONTRACTOR shall be
afforded an opportunity to be heard and to offer evidence in support.of its.position. The CONTRACTOR's.appeal shall be
decided in writing within thirty (30) days of receipt of the appeal by the Director of Public Transportation Division or
Director's designee. The decision shall be binding upon the CONTRACTOR and the CONTRACTOR shall abide by the
decision.
B. Performance During Dispute. Unless otherwise directed by WSDOT, CONTRACTOR shall continue performance
under this AGREEMENT while matters in dispute are being resolved.
C. Claims for Damages. Should either PARTY to this AGREEMENT suffer injury or damage to person, .property, or
right because of any act or omission of the other PARTY or any of that PARTY's employees, agents or others for whose acts
it is legally liable, a claim for damages therefore shall be made in writing to such other PARTY within thirty (30) days after
.the first observance of such injury or damage.
D. Rights and Remedies. All remedies provided in this AGREEMENT are distinct and cumulative to any other right or
remedy .under this document or afforded by law or equity, and may be exercised independently, concurrently, or successively
and shall not be construed to be a limitation of any.duties, obligations, rights and remedies of the PARTIES hereto. No action
or failure to act by the WSDOT or CONTRACTOR shall constitute a waiver of any right or duty afforded any of them under
this AGREEMENT, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach
.thereunder, except as may be specifically agreed in writing.
Section 30
State and Local Law
Except when a federal statute or regulation pre -empts state and local law, no provision of this AGREEMENT shall
require the CONTRACTOR to observe or enforce compliance with any provision, perform any other act, or do any other thing
in contravention of state or local law. Thus if any provision or compliance with any provision of this AGREEMENT violate
state or local law, or would require the CONTRACTOR to violate state or local law, the CONTRACTOR agrees to notify
WSDOT immediately in writing. Should this occur, WSDOT and the CONTRACTOR agree to make appropriate
arrangements to proceed with or, if necessary, expeditiously, terminate the Project.
Section 31
Termination
A. Termination for Convenience. WSDOT and the CONTRACTOR may suspend or terminate this AGREEMENT, in
whole or in part, and all or any part of the federal and/or state financial assistance provided herein, at any time by written
notice to the other PARTY in accordance with 49 .CFR Part 18 § 18.44 or 49 CFR Part 19 § 19.61, whichever is applicable.
WSDOT and the CONTRACTOR shall agree upon the AGREEMENT termination provisions including but not limited to the
settlement terms, conditions, and in the case of partial termination the portion to be terminated. Written notification must set
forth the reasons for such termination, the effective date, and in case of a partial termination, the portion to be terminated.
However, if, in the case of partial termination, WSDOT determines that the remaining portion of the award will not
accomplish the purposes for which the award was made WSDOT may terminate the award in its entirety. The PARTIES may
terminate.this AGREEMENT for convenience for reasons including, but.not limited to, the following:
1. The requisite federal and/or state funding becomes unavailable through failure of appropriation or otherwise;
2. WSDOT determines, in its sole discretion, that the continuation of the Project would not produce beneficial results
commensurate with the further expenditure.of federal and/or state funds;
3. The CONTRACTOR is prevented from proceeding with the Project as a direct result of an Executive Order of the
President with respect to the prosecution of war or in the interest of national defense; or an Executive Order of the President
or Governor of the State with respect to the-preservation of energy resources;
4. The CONTRACTOR is prevented from proceeding with the Project by reason of a temporary preliminary, special, or
permanent restraining order or injunction of a court of competent jurisdiction where the issuance of such order or injunction
is primarily caused by the acts or omissions of persons or agencies other than the .CONTRACTOR;
5. The Federal Government and/or State Government determines that the purposes of the statute authorizing the Project
would not be adequately served by the continuation of federal and/or state financial assistance for the Project; or
6. The Federal Government terminates this AGREEMENT due to a determination that the .CONTRACTOR has: (a)
willfully misused Federal assistance Funds by failing to make adequate progress on the Project, (b) failed to make reasonable
and appropriate use of the Project real property, facilities, or equipment, or (c) failed to comply with the terms of this
AGREEMENT. In the event of a .termination under this subsection, and .the Federal Government .exercises its right to .require
WSDOT to refund any or all of the Federal Funds provided for the Project, the CONTRACTOR shall return all monies
reimbursed to it by WSDOT, in the amount required by the Federal Government, within sixty (60) days of its receipt of a
certified letter from WSDOT.
7. In the case of termination for convenience under subsections A.1 -5 above, WSDOT shall reimburse the
CONTRACTOR for all costs payable under this AGREEMENT which the CONTRACTOR properly incurred prior to
termination. The CONTRACTOR shall promptly submit its claim for reimbursement to WSDOT. If the CONTRACTOR
has any property in its possession belonging to WSDOT, the CONTRACTOR will account for the same, and dispose of it in
the manner WSDOT directs.
B. Termination for Default. WSDOT may suspend or terminate this AGREEMENT for default, in whole or in. part, .and
all or any part of the federal financial assistance provided herein, at any time by written notice to the CONTRACTOR, if the
CONTRACTOR materially breaches or fails to perform any of the requirements of this AGREEMENT, including:
1. Takes any action pertaining to this AGREEMENT without the approval of WSDOT, which .under the procedures of
this AGREEMENT would have required the approval of WSDOT;
2. Fails to make reasonable progress on the Project or other violation of this AGREEMENT that endangers substantial
performance of the Project; or
3. Fails to perform in the manner called for in this AGREEMENT or fails to comply with, or is in violation of, any
provision of this AGREEMENT. WSDOT shall serve a notice of terrination on the CONTRACTOR setting forth the
manner in which the .CONTRACTOR is in default hereunder. If it is later determined by WSDOT .that .the CONTRACTOR
had an excusable reason for not performing, such as events which are not the fault of or are beyond the control of the
CONTRACTOR, such as a strike, fire or flood, WSDOT may: (a) allow the CONTRACTOR to continue work after setting
up a new delivery of performance schedule, or.(b) treat the termination as .a termination for convenience.
C. WSDOT, in its sole discretion may, in the case of a termination for breach or default, allow the CONTRACTOR ten (10)
business.days, or such longer period as determined by WSDOT, in which to cure the defect. In such case, the notice of
termination will state the time period in which cure is permitted and.other appropriate conditions. If the CONTRACTOR
fails to remedy to WSDOT's satisfaction the breach or default within the timeframe and under the conditions set forth in the
notice of termination, WSDOT shall have the right to terminate this AGREEMENT without any further obligation to
CONTRACTOR Any such termination for default shall not in any way operate to preclude WSDOT from also pursuing all
available remedies against CONTRACTOR and its sureties for said breach or default.
D. In the event that WSDOT elects to waive its remedies for any breach by CONTRACTOR of any covenant, term or
condition of this AGREEMENT, such waiver.by WSDOT shall not limit WSDOT's remedies for any succeeding breach.of
that or of any other term, covenant, or condition of this AGREEMENT.
Section 32
Forbearance by WSDOT Not a Waiver
Any forbearance.by WSDOT in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall
not be a waiver of or preclude the exercise of any such right or remedy.
Section 33
Lack of Waiver
In no event shall any WSDOT payment of grant funds to the CONTRACTOR constitute or be construed as a waiver by
WSDOT of any CONTRACTOR breach or default. Such payment shall in noway impair or prejudice any right or remedy
available to WSDOT with respect to any breach or default,
Section 34
Limitation of Liability
A. The CONTRACTOR shall indemnify and hold harmless WSDOT, its agents, employees, and officers and process and
defend at its own expense any and all claims, demands, suits at law or equity, actions, penalties, losses, damages, or costs
(hereinafter referred to collectively as "claims "), of whatsoever kind or nature brought against WSDOT arising out of, in
connection with or incident to the execution of this AGREEMENT and/or the CONTRACTOR's performance or failure to
perform any aspect of this AGREEMENT. This indemnity provision applies to all claims against WSDOT,.its agents,
employees and officers arising out of, in connection with or incident to the negligent acts omissions of the CONTRACTOR,
its agents, employees and officers. Provided, however, that nothing herein shall require the CONTRACTOR to indemnify and
hold harmless or defend the WSDOT, its agents, employees or officers to the extent that claims are caused by the negligent
acts or omissions of the WSDOT, its agents, employees or officers. The indemnification and hold harmless provision shall
survive termination of this AGREEMENT.
B. The CONTRACTOR shall be deemed an independent CONTRACTOR for all purposes, and the employees of the
CONTRACTOR or its subcontractors and the employees thereof, shall not in any manner be deemed to be the employees of
WSDOT.
C. The CONTRACTOR specifically assumes .potential liability for actions brought by CONTRACTOR's employees and/or
subcontractors and solely for the purposes of this indemnification and defense, the CONTRACTOR specifically waives any
immunity under the State Industrial Insurance Law, Title 51 Revised Code of Washington.
D. In the event either the CONTRACTOR or WSDOT incurs attorney's fees, costs or other legal expenses to enforce the
provisions of this section of the AGREEMENT against the other PARTY, all such fees, costs and expenses shall be
recoverable by the prevailing PARTY.
Section 35
WSDOT AdOce
The CONTRACTOR bears complete responsibility for the administration and success of the Project as it is defined by
this AGREEMENT and any amendments thereto. If the CONTRACTOR solicits advice of WSDOT on problems that may
arise, the offering of WSDOT advice shall not shift the responsibility of the CONTRACTOR fort-lie correct administration
and success of the Project, and WSDOT shall not be held liable for offering advice to the CONTRACTOR.
Section 36
Venue and Process
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 shall be initiated in the Superior Court
of the State of Washington situated in Thurston County. The CONTRACTOR hereby accepts the issuing and service of
process by registered mail at.the mailing address shown in the heading of.this AGREEMENT. under "CONTRACTOR" and
"Washington State Department of Transportation ". The PARTIES agree that the laws of the State of Washington shall apply.
Section 37
Subrogation
A. Prior to Subrogation. WSDOT may require the CONTRACTOR to take such action as may be necessary or.appropriate
to preserve the CONTRACTOR's right to recover damages from any person or organization alleged to be legally responsible
for injury to any equipment, properly, or transportation program in which WSDOT has a financial interest.
B. Subrogation. WSDOT may require the CONTRACTOR to assign to it all right of recovery against any person or
organization for loss, to the extent of WSDOT's loss. Upon assignment, the CONTRACTOR shall execute, deliver, and do
whatever else necessary to secure WSDOT's rights. The CONTRACTOR shall do nothing after any loss to prejudice the
rights of WSDOT.
C. Duties of the CONTRACTOR If WSDOT has exercised its right of subrogation, the CONTRACTOR shall cooperate
with WSDOT and, upon WSDOT's request, assist in the prosecution of suits and enforce any right against any person or
organization who may be liable to WSDOT. The CONTRACTOR shall attend hearings and trials, assist in securing and
giving evidence, and obtain the attendance of witnesses.
Section 38
Counterparts
This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an
original having identical legal effect. The CONTRACTOR does hereby ratify and adopt all statements, representations,
warranties, covenants, and agreements and their supporting materials contained and/or mentioned herein, and does hereby
accept WSDOT's grant and agrees to all of the terms and conditions thereof.
Section 39
Complete Agreement
This document contains all covenants, stipulations, and provisions agreed upon by WSDOT. No agent or representative
of WSDOT has authority to make, and WSDOT shall not be bound by or be liable for, any statement, representation, promise,
or agreement not set forth herein or made by written amendment hereto.
Section 40
Severability
Should any section, term or provision of this AGREEMENT be adjudged as void, such adjudication shall not affect the
validity or obligation of performance of any other covenant or provision, or any part thereof, which in itself is valid if such
remainder conforms to the terms and requirements of applicable law and the intent of this AGREEMENT. No controversy
concerning any convenant or provision shall delay the performance of any other covenant or provision except as herein
allowed.
Section 41
Section Headings
All section headings are inserted for convenience only and shall not affect any construction or interpretation of this
AGREEMENT.
Section 42
Execution
This AGREEMENT is executed by the Director, Public Transportation Division, State of Washington, Department of
Transportation or the Director's designee, not as an individual incurring personal obligation and liability, but solely by, for,
and on behalf of the State of Washington, Department of Transportation, in the capacity as Director, Public Transportation
Division, or as a designee.
IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT the day and year last written below.
WASHINGTON STATE
DEPARTMENT OF TRANSPORTATION CO TRACTOR
By: % �z By: �—�
Kat aylor Authorized Repro native
Director, Public Transportation
/n Print Name
(J Print Title
Who certifies authority to exec to this A REEMENT
on behalf of the CONTRACTOR.
Date: ' o I ; 1 v '�5'1 _ Date:
Approved as to form only:
By: SUSAN CRUISE,
Assistant Attorney General
Date: July 17, 2009
Funding
Percentage
Total Project Costs
State Paratransit / Special Needs Transit Formula Funds
100%
$ 99,800
Contractor's Funds
0%
$ 0
Total Project Cost
100%
$ 99,800
Exhibit I
SCOPE OF WORKAND BUDGET
Total Project
Cost
Federal Funds
$ 131,025
State Funds
$ 99,800
Contractor's Funds
$ 131,025
Total Project Cost
$ 361,850
Funding by Project
PROJECT A
Scope of Work: To provide operating funding assistance to staff the Transit Information Center with
special needs clients from the State Department of Vocational Rehabilitation (DVR) for bus ticket sales
and transportation services information.
Budget: Funding and percentages identified reflects total project funds for 2009 -2011.
PROJECT B
Scope of Work: To provide operating funding assistance to expand hours of operation for fixed route and
complimentary ADA paratransit transportation services to accommodate job access and employment
related activities to persons with special needs.
Budget: Funding and percentages identified reflects total project funds for 2009 -2011.
Funding
Percentage
Total Project Costs
FTA 5316 Small Urban
50%
$ 131,025
Contractor's Funds
50%
$ 131,025
Total Project Cost
100%
$ 262,050