HomeMy WebLinkAboutWashington State Department of Transportation - Federal/State Capital Consolidated Grant Agreementaoo9 - //�
RECEIVED
OCT 0 2 2009
Federal/State Capital Consolidated Grant A ree&�19 Twportallon Office
Washington State Department of
Contractor
Transportation
Yakima Transit
310 Maple Park Avenue SE
2301 Fruitvale Boulevard
PO Box 47387
Yakima, WA 98902 -1225
Olympia, WA 98504 -7387
Contact: Gary Pira (509) 576 -6422
Contact: Tom Hanson 509 667 -3029
Ken Mehin (509) 576 -6145
CFDA# 20.513 (FTA 5310)
Federal ID #: 91- 6001293 8
Project Costs
Federal Funds
$ 96,000
State Funds
$ 47,256
Contractor Funds
$ 24,000
Total Funds
$ 167,256
AGREEMENT NUMBER
Scope of Project: As set forth in Exhibit I, Scope of
GCA6233
Project and Budget, attached and incorporated by this
reference.
Term of Project: July 1, 2009 through the useful
Service Area: City of Yakima and surrounding
life of the Project Equipment.
communities
THIS AGREEMENT, entered into by the State of Washington Department of Transportation, hereinafter "WSDOT," and
the above contractor, hereinafter "CONTRACTOR," and/or individually referred to the "PARTY" and collectively referred to as
the "PARTIES," WITNESSETH THAT:
WHEREAS, Federal funding is authorized under 49 U.S.C. chapter 53, Title 23 U.S.C. (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 legislation that the Federal Transit Administration (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 and
Paratransit/Special Needs, Regional Mobility and other special proviso funding through the multi -modal transportation account
and the 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 § 5310; 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 Project and Budget," which is incorporated and made a part hereof, IT IS MUTUALLY AGREED
AS FOLLOWS:
Section 1
Purpose of Agreement
The purpose of this AGREEMENT is to provide funding to the CONTRACTOR for the acquisition of capital equipment to
be used in the undertaking 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 purchase of the capital equipment as detailed in Exhibit I, "Scope of
Project and Budget," which is by this reference fully incorporated herein as if fully set out in this AGREEMENT, and operate the
Project Equipment 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 Project period of this AGREEMENT shall begin on the date shown in the caption space header above titled "Term of
Project" and continues through the useful life of the Project Equipment, regardless of the date of signature and execution of this
AGREEMENT, unless terminated as provided herein. WSDOT has defined the useful life of vehicle Project Equipment shown
as the Vehicle Disposition Schedule in WSDOT's "Guide for Managing Your Public Transportation Grant for 2009 -2011 State
and Federal Grants Awarded by the Washington State Department of Transportation," (Guide for Managing Public
Transportation Grants) and any revisions thereto, which is by this reference incorporated as if fully set out and shall constitute a
full provision and term of this AGREEMENT. Non - vehicle Project Equipment useful life should be determined by using the
North American Industry Classification.System (NAICS) codes tables.
Section 4
Contractor's Funds 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 Funds" allocated for the Project in an amount sufficient,
when added together with the "Federal Funds" and/or "State Funds" allocated for the Project, to ensure payment of eligible
expenses as described in the Scope of Project and detailed in Exhibit I, "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 Funds" unless there is
a concurrent proportional reduction in the "Federal and/or State Funds" or WSDOT pre - approves the reduction 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 header above 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 Funds' used as match to 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 Federal Acquisition Regulation (FAR) 48 CFR Chapter 1, subpart
31.2, "Contracts with Commercial Organizations ", whichever is appropriate.
Section 5
Inspection Upon Delivery
The CONTRACTOR shall inspect Project Equipment purchased pursuant to this AGREEMENT at the time of delivery to
the CONTRACTOR. Upon receipt and acceptance of Project Equipment, the CONTRACTOR agrees that it has fully inspected
the Project Equipment and accepts it as in good condition and repair, and is satisfied with the Project Equipment and that the
Project Equipment complies with all regulations, rules, and laws.
Section 6
Miscellaneous Charges and Conditions
The CONTRACTOR shall pay and be solely responsible for all storage charges, parking charges, late fees and fines, as well
as any fees (including vehicle registration, license, safety, and emission control inspection fees) and taxes, which may be imposed
with respect to said Project Equipment by a duly constituted governmental authority as the result of the CONTRACTOR's use or
intended use of the Project Equipment, except for retail sales or use tax, which are eligible for reimbursement as a Project cost..
Required visual and road test inspection fees conducted by third party subcontractors on vehicles for acceptance and software
licensing use fees are also eligible for reimbursement. All replacements, repairs, or substitutions of parts or equipment shall be at
the cost and expense of the CONTRACTOR.
Section 7
Payment
A. WSDOT, using FTA grant funds and/or State grant funds, shall reimburse the CONTRACTOR's allowable expenses
incurred in completing the Project described in Exhibit I, "Scope of Project and Budget." Allowable Project expenses shall be
determined by WSDOT as described in WSDOT's Guide to Managing Your Public Transportation Grant. In no event shall the
total amount reimbursed by WSDOT hereunder exceed the "Federal or State Funds" identified in the caption space titled "Project
Costs" above.
B. Payment will be made by WSDOT on a reimbursable basis. 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 Project net costs.
C. The CONTRACTOR's final payment request for "State Funds" 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 "State Funds" received after July 15, 2011 will not be eligible for reimbursement.
D. For vehicle purchases, the Project Equipment titles shall designate WSDOT as the legal owner and the CONTRACTOR as
the registered owner through the project period. WSDOT will release the interest of ownership of the Project Equipment to the
CONTRACTOR in writing thirty (30) days from the end of the useful life of the Project Equipment.
Section S
Assignments, Subcontracts, and Leases
A. Unless otherwise authorized in advance in writing by WSDOT, the CONTRACTOR shall not assign any Project Equipment
under this AGREEMENT, or execute any contract, amendment, or change order thereto pertaining to the Project Equipment, or
obligate itself in any manner with any third party or lessee with respect to its rights and responsibilities under this
AGREEMENT or lease or lend the Project Equipment or any part thereof to be used by anyone not under the CONTRACTOR's
direct supervision.
B. The CONTRACTOR agrees to include Sections 9 through 31 of this AGREEMENT in each subcontract financed in whole
or in part with Federal assistance provided by FTA; 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 22C.2 and D.2 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 Washington.
Section 9
Reports and Use of Project Equipment
A. The CONTRACTOR agrees that the Project Equipment shall be used for the provision of transportation service within the
area described in the caption space titled "Service Area," above, for the Project Equipment's useful life as set forth in Exhibit I,
"Scope of Project and Budget." The CONTRACTOR further agrees that it will not use or permit the use of the Project
Equipment in a negligent manner or in violation of any law, or so as to avoid any insurance covering the same, or permit the
Project Equipment to become subject to any lien, charge, or encumbrance. Should the CONTRACTOR unreasonably delay or fail
to use the Project Equipment during the useful life of that Project Equipment, the CONTRACTOR agrees that it may be required
to refund the entire amount of the "Federal and/or State Funds" expended on the Project. The CONTRACTOR shall immediately
notify WSDOT when any Project Equipment is withdrawn from Project use or when Project Equipment is used in a manner
substantially different from that identified in the "Scope of Project and Budget." If the Project Equipment is permanently
removed from transportation service, the CONTRACTOR agrees to immediately contact WSDOT for instructions regarding the
disposal of the Project Equipment. For vehicle purchases only, the CONTRACTOR further understands that the Project
Equipment shall be used to provide passenger service levels as described below:
1. A minimum of 100 passenger, revenue service miles per vehicle per week, or
2. A minimum of 100 one -way passenger trips per vehicle per week.
B. Reports. The CONTRACTOR shall advise WSDOT regarding the progress of the Project at such times and in such manner
as WSDOT and FTA may require, including, but not limited to, interim reports. The CONTRACTOR shall keep satisfactory
written records with regard to the use of Project Equipment and shall submit the following reports to, and in a form and at such
times prescribed by, WSDOT until the useful life of the Project Equipment expires:
1. Reports describing the current usage of Project Equipment and other data which WSDOT and FTA may request. For
vehicle purchases only, those reports include, but are not limited to:
a. Vehicle Ridership
b. Vehicle Mileage
c. Service Hours
d. Project Equipment Maintenance
e. Vehicle Inventory Reports
2. In the event any portion of the Project Equipment sustains disabling damage and/or use of the Project Equipment
triggers drug and alcohol testing, the CONTRACTOR shall notify WSDOT immediately after the occasion of the damage,
including the circumstances thereof.
3. The CONTRACTOR shall collect and submit to WSDOT, at such time as WSDOT may require, such financial
statements, data, records, contracts, and other documents related to the Project as may be deemed necessary by WSDOT and
FTA.
C. Remedies for Misuse or Noncompliance. The CONTRACTOR shall not use any Project Equipment in a manner different
from that set forth in Exhibit 1, "Scope of Project and Budget," and the "Service Area" identified in the AGREEMENT. If
WSDOT determines that Project Equipment has been used in a manner different from that set forth in Exhibit I, "Scope of
Project and Budget," and the "Service Area" identified in the AGREEMENT, WSDOT may direct the CONTRACTOR to
dispose of the Project Equipment acquired by the CONTRACTOR in accordance with FTA procedures. - WSDOT may also
withhold Grant payments should it determine that the CONTRACTOR has failed to comply with any provision of this
AGREEMENT. If Federal participation and funding is either reduced or canceled as a result of a breach by the CONTRACTOR,
the CONTRACTOR is then liable for all damages from the breach, even though those damages exceed the price payable under
this AGREEMENT.
Section 10
Maintenance of Project Equipment
The CONTRACTOR shall make all necessary repairs and reasonably maintain the Project Equipment to assure it remains in
good and operational condition for the useful life of the Project Equipment. All service, materials, and repairs in connection with
the use and operation of the Project Equipment during its useful life shall be at the CONTRACTOR's expense.
CONTRACTORS who are transit agencies must also have a Transit Asset Management Plan certified by WSDOT. All other
CONTRACTORS must have a WSDOT approved written Vehicle Maintenance Plan or submit a written Vehicle Maintenance
Plan to WSDOT for approval by September 30, 2009 or prior to the receipt of their first grant funded vehicle. The
CONTRACTOR agrees to, at a minimum, service the Project Equipment and replace parts at intervals recommended in the
manual provided by the manufacturer of such Equipment, or sooner if needed. The CONTRACTOR shall take the Project
Equipment to an appropriate service and repair facility for any service and repair under the manufacturer's warranty. WSDOT
and FTA shall not be liable for repairs, nor shall any such repairs be charged to either entity. The CONTRACTOR shall comply
with the Equipment management requirements identified in 49 C.F.R. Part 18.32(d) or 49 C.F.R. Part 19.34(f) whichever is
appropriate, the "Common Rule," which by this reference is incorporated herein to the AGREEMENT; and any reference therein
to "grantee" shall mean the CONTRACTOR. The CONTRACTOR shall retain records of all maintenance and parts
replacement performed on the Project Equipment. The CONTRACTOR shall provide copies of such records to WSDOT, upon
request.
Section 11
General Compliance Assurance
The CONTRACTOR agrees to give reasonable guarantees that it and its subcontractors or 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 C.F.R. Part
18 or 49 C.F.R. 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. It is understood by the CONTRACTOR that this assurance obligates the CONTRACTOR and any transferee of the
CONTRACTOR, or said transferee's successor(s), for the useful life of the Project Equipment.
Section 12
Procurement
The CONTRACTOR shall make purchases of any Project Equipment pursuant 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
U.S.C. chapter 53 and other applicable Federal Laws in effect now or as subsequently enacted; with U.S. DOT third party
procurement regulations of 49 C.F.R. § 18.36 or 49 C.F.R. § 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 4220.1.F, "Third Party Contracting Requirements," November 1, 2008 and any later revision 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 The CONTRACTOR agrees that it may not use FTA assistance to support its
third party procurements unless there is satisfactory compliance with Federal laws and regulations.
B. bill and Open Competition. In accordance with 49 USC § 5325(a), the CONTRACTOR agrees to conduct all procurement
transactions in a manner that provides full and open competition as determined by FTA.
C. Exclusionary or Discriminatory Specifications. Apart from inconsistent requirements imposed by Federal laws or
regulations, the CONTRACTOR agrees to comply with the requirements of 49 USC § 5325(h) by not expending or otherwise
using any Federal assistance awarded to support a procurement using exclusionary or discriminatory specifications.
D. Method of Acquisition. In compliance with 49 USC§ 5325(f), the CONTRACTOR agrees that any third party contract
award made for rolling stock will be based on initial capital costs, or on performance, standardization, life cycle costs, and other
factors, or on a competitive procurement process.
E. 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 U.S.C. § 53230), with FTA regulations, `Buy America
Requirements," 49 C.F.R. Part 661, and any later amendments thereto.
2. Cargo Preference —Use of United States -Flag Vessels. The CONTRACTOR agrees to comply with 46 App. U.S.C. §
55305 and U.S. Maritime Administration regulations, "Cargo Preference— U.S. -Flag Vessels," 46 C.F.R. 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 U.S.C. § 40118, and with U.S. GSA
regulations, "Use of United States Flag Air Carriers," 41 C.F.R. §§ 301 - 10.131 through 301 - 10.143.
F. Bus Testing. To the extent applicable, the CONTRACTOR agrees to comply with the requirements of 49 U.S.C. § 5318(e)
and FTA regulations, "Bus Testing," 49 C.F.R. Part 665, and any revision thereto.
G. Pre -Award and Post - Delivery Requirements. The CONTRACTOR agrees to comply with the requirements of 49 U.S.C. §
5323(m) and FTA regulations, "Pre -Award and Post - Delivery Audits of Rolling Stock Purchases," 49 C.F.R. Part 663, and any
revision thereto.
H. 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.
L In -State Bus Dealer Restrictions. In accordance with 49 USC 5325(1), the CONTRACTOR agrees that any State law
requiring buses to be purchased through in -State dealers will not apply to acquisitions of vehicles financed with Federal
assistance authorized under 49 USC Chapter 53. This provision does not preclude States from requiring dealers from satisfying
State imposed dealer licensing requirements.
J. 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.
K. National Intelligent Transportation Systems Architecture and Standards. To the extent applicable, the CONTRACTOR
agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by
SAFETEA -LU § 5307(c), 23 USC§ 512 note, and follow the provisions of FTA Notice, "FTA National ITS Architecture Policy
on Transit Projects," 66 Fed. Reg. 1455 et seq., January 8, 2001, and any other implementing directives FTA may issue at a later
date, except to the extent FTA determines otherwise in writing.
L. 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 13
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 of FTA'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 FI A, or withholding an amount of Federal assistance as set forth in Appendix D
to those regulations.
Section 14
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 nrivate school transnortation 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 15
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 herein. All contractual provisions as set forth in FTA Circular 4220.1F, are hereby
incorporated by reference. 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 agrees 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 16
No Obligation by the Federal Government
A. WSDOT and the CONTRACTOR acknowledge and agree that, regardless of any concurrence by the Federal Government or
approval of the solicitation or award of this AGREEMENT, the Federal Government is not a party to this AGREEMENT and
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 17
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 18
Ethics
A. Code of Ethics. The CONTRACTOR agrees to maintain a written code or standards of conduct 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 or 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 U.S.C. §6101 note, and U.S. DOT regulations "Non- procurement
Suspension and Debarment" 2 C.F.R. 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 sub - recipients, lessees, third party contractors,and other participants at
any tier of the Project will review the "Excluded Parties Listing System" at http: / /cpls.arnet. ov/ 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 U.S.C. § 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 this 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 U.S. DOT regulations, "New Restriction on Lobbying," 49 C.F.R. Part 20, modified
as necessary by 31 U.S.C. §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 U.S.C. §§ 1501 through 1508, and §§ 7324 through 7326, and Office of Personnel Management regulations,
"Political Activity of State or Local Officers or Employees," 5 C.F.R. 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 U.S.C. §
5307(k)(2)(B) and 23 U.S.C. § 142(g), the "Hatch Act" does not apply to a non - supervisory employee of a transit 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. The Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq., and U.S. DOT regulations,
"Program Fraud Civil Remedies," 49 C.F.R Part 31, apply to its activities in connection with the Project. Accordingly, by
executing this AGREEMENT, the CONTRACTOR certifies or affirms the truthfulness and accuracy 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 U.S.C. chapter 53 or any other Federal Law,
the Federal Government reserves the right to impose on the CONTRACTOR the penalties of 49 U.S.C. § 5323(1), 18 U.S.C. §
1001 or other applicable Federal Law to the extent the Federal Government deems appropriate.
I. 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 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, and accessible at
littp: / /NN,%«i fta goN,,/docutnents /15- master.ydf consistent with U.S. OMB guidance, "Trafficking in Persons: Grants and
Cooperative Agreements," 2 CFR Part 175.
Section 19
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 20
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 U.S.C. §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 1964, as amended, 42 U.S.C. §§ 2000d et seq.; and U.S. DOT regulations,
"Nondiscrimination in Federally- Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil
Rights Act," 49 C.F.R. 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 implementing 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 this Project, with all requirements of Title VII of the Civil Rights Act of
1964, as amended, 42 U.S.C. § 2000e, and 49 U.S.C. § 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 equal employment opportunity (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 to 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 Government 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 Sex. The CONTRACTOR agrees to comply with all applicable requirements of Title IX
of the Education Amendments of 1972, as amended, 20 U.S.C. §§ 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 U.S.C. §§ 6101 et seq., and with implementing U.S. Health
and Human Services, "Nondiscrimination on the basis of Age in Programs and Activities Receiving Federal Assistance," 45
C.F.R. Part 90, which prohibits discrimination on the basis of age.
2. The Age Discrimination in Employment Act (AREA), 29 U.S.C. §§ 621 through 634, and with implementing U.S.
Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in Employment Act," 29
C.F.R. Part 1625.
F. Disabilities - Employment. In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. §
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 C.F.R.
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 U.S.C. § 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 U.S.C. § 794, which prohibit discrimination on the basis of handicap; with the Americans with
Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 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 U.S. C. §§
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
CONTRACTOR 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: U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49
C.F.R. Part 37; U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or
Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27; Joint U.S. Architectural and Transportation Barriers
Compliance Board U.S. DOT regulations; "Americans with Disabilities (ADA) Accessibility Specifications for Transportation
Vehicles," 36 C.F.R Part 1192 and 49 C.F.R Part 38; U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in
State and Local Government Services," 28 C.F.R. Part 35; U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability
by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part 36; U.S. GSA regulations, "Accommodations for the
Physically Handicapped," 41 C.F.R. Subpart 101 -19; U.S. Equal Employment Opportunity Commission, "Regulations to
Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.FK Part 1630; U.S. Federal
Communications Commission regulations, "Telecommunications Relay Services and Related Custom Premises Equipment for the
Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F; U.S. ATBCB regulations, "Electronic and Information Technology
Accessibility Standards," 36 C.F.R. Part 1194; FTA regulations, "Transportation for Elderly and Handicapped Persons," 49
C.F.R. 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
U.S.C. §§ 1101 et seq.; with the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970, as amended; 42 U.S.C. §§ 4541 et seq.; and to comply with the Public Health Service Act of 1912, as amended, 42 U.S.C.
§§ 201 et seq. and any subsequent 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 U.S.C. § 2000d-
1 note, and with provisions of U.S. DOT 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 U.S.C. § 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 21
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 U.S.C. § 101 note, and U.S. DOT
regulations, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance
Programs," 49 C.F.R. Part 26; and
B. The CONTRACTOR agrees that it shall not discriminate 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 U.S. DOT or in the
administration of its DBE program or the requirements of 49 C.F.R. Part 26. The CONTRACTOR agrees to take all necessary
and reasonable steps under 49 C.F.R. 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 U.S. DOT. The CONTRACTOR's DBE
program, as required by 49 C.F.R. Part 26 and approved by the U.S. DOT, if any 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 U.S. DOT may impose sanctions as provided for under 49 C.F.R. Part 26 and may, in appropriate cases, refer the
matter for enforcement under 18 U.S.C. § 1001, and/or the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801 et seq.
Section 22
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 U.S.C. §§ 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 U.S.C. §§ 4321through 4335; Executive Order No. 11514, as amended,
"Protection and Enhancement of Environmental Quality," 42 U.S.C. § 4321 note; FTA statutory requirements at 49 U.S.C. §
5324(b); U.S. Council on Environmental Quality regulations imposing requirements for compliance with the National
Environmental Policy Act of 1969, as amended, 40 C.F.R. Part 1500 through 1508; joint Federal Highway Administration
(FHWA)/FTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622, and
subsequent Federal environmental protection regulations that may be promulgated. the CONTRACTOR agrees to comply with 23
U.S.C. §§ 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 "PROJECT COST" of this AGREEMENT, exceeds
$100,000, the CONTRACTOR shall comply with all applicable standards, orders, or regulations issued pursuant to Section 508
of the Clean Water Act, as amended, 33 U.S.C. § 1368, and other applicable requirements of the Clean Water Act, as amended
33 U.S.C. §§ 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 will, in
turn, 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 Funds," identified in "PROJECT COST" 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 U.S.C. § 7414, and other applicable provisions of the Clean Air Act, as amended, 42 U.S.C. § 7401 -7671q
1. 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 contract exceeding $100,000 financed in
whole or in part with Federal assistance provided by the FTA.
Section 23
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 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, except certain income
determined by FTA to be exempt from Federal program income requirements.
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 24
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 C.F.R Part 19 or 49 C.F.R. Part 18 as 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 U.S.C. §§ 7501 et seq. As provided by 49 C.F.R. § 19.26, these financial and
compliance audits must comply with the provisions of OMB Circular A -133, Revised, "Audits of States, Local Governments, and
Non -Profit Organizations," the latest OMB A -133 Compliance Supplement for U.S. DOT, and any further revision or
supplement thereto. The CONTRACTOR also agrees to obtain any other audits required by the Federal Government. 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, maintenance records, 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 U.S.C. § 5325(g).
Section 25
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 U.S.C. § 3701 et seq., and specifically, the wage
and hour requirements of section 102 of that Act at 40 U.S.C. § 3702 and U.S. DOL 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 C.F.R. Part 5; and the safety
requirements of section 107 of that Act at 40 U.S. C. § 3704, and implementing U.S. DOL regulations, "Safety and Health
Regulations for Construction," 29 C.F.R. 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 U.S.C. §§ 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 forty
(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
U.S.C. § 3141 et seq., and pursuant to 49 U.S.C. § 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 C.F.R. 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 U.S.C. § 3I41 et seq. and pursuant to 49
U.S.C. §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 workweek of forty (40) hours without
payment of the overtime wages required by the clause set forth in paragraph (C) 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
U.S.C. § 5333 (b), in accordance with the U. S. DOL guidelines, "Section 5333(b), Federal Transit Law," 29 C.F.R. Part 215 and
any amendments thereto. These terms and conditions are identified in U.S. DOL'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 U.S. DOL 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 U.S. DOL for application to the Project, in accordance with U.S. DOL
guidelines, "Section 5333(b), Federal Transit Law," 29 C.F.R. Part 215, and any revision thereto.
Section 26
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 U.S.C. §§ 5303, 5304, 5306, and 5323(a)(1);
joint Federal Highway Administration (FHWA)lFTA regulations, "Statewide Transportation Planning: Metropolitan
Transportation Planning," 23 C.F.R. Part 450 and 49 C.F.R. Part 613; and any amendments thereto and with FTA regulations,
"Major Capital Investment Projects," 49 C.F.R. 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 U.S.C.
§ 5323(k), which afford governmental agencies and non - profit organizations that receive Federal assistance for non - emergency
transportation from Federal Governmental sources (other than U.S. DOT) 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 27
Substance Abuse
A. Drug and Alcohol Abuse. The CONTRACTOR agrees to establish and implement a.drug and alcohol testing program that
complies with 49 C.F.R. 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
C.F.R Part 655 and review the testing process. The CONTRACTOR agrees further to submit annually the Management
Information System (MIS) reports to WSDOT by February 28h each year for the useful life of the Project Equipment.
B. Privacy Act. The CONTRACTOR agrees to comply with the confidentiality and other civil rights provisions of 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 Abuse and Alcoholism Prevention, Treatment, and Rehabilitation Act of 1970, Pub. L. 91 -616, December 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 U.S.C. §§ 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 28
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 29
Liens on Equipment
WSDOT shall hold legal title to all vehicles the CONTRACTOR acquires and have legal ownership to any non - vehicle
Project Equipment the CONTRACTOR acquires or modifies using the "Federal and/or State Funds" identified in the caption
space of this AGREEMENT titled "Project Costs ". The CONTRACTOR accepts WSDOT's legal ownership of the Project
Equipment during its useful life and agrees that it shall not use the Project Equipment as collateral, nor shall the
CONTRACTOR encumber the Project Equipment in any way. The Contractor shall follow the terms stated in Section 9A
regarding the disposition of all Project Equipment. For non - vehicle Project Equipment, WSDOT's lien shall equal the
proportional Federal and/or State funded share, as identified in this AGREEMENT, of the disposable value of the Project
Equipment. Satisfaction of WSDOT's lien may be satisfied only by proper disposal of the Project Equipment in a manner
determined by WSDOT.
Section 30
Loss or Damage to Project Equipment
A. The CONTRACTOR, at its own expense, shall cover any loss, theft, damage,-or destruction of the Project Equipment using
either of the following methods:
1. The CONTRACTOR shall maintain Comprehensive and Collision insurance adequate to cover the value of the Project
Equipment; the CONTRACTOR shall supply a copy of the Certificate of Insurance specifying such coverage to WSDOT
before operating or moving any Project Equipment; or
2. The CONTRACTOR shall provide a written certificate of self - insurance to WSDOT before operating or moving any
Project Equipment. The CONTRACTOR will cover from its own resources the costs of repairing or replacing any
Project Equipment, if it is stolen, damaged, or destroyed in any manner.
B. If the damage to the Project Equipment does not result in a total loss, payments for damage shall be paid directly to the
CONTRACTOR The CONTRACTOR shall, within thirty (30) days, either:
1. Devote all of the insurance proceeds received to repair the Project Equipment and place it back in service, and the
CONTRACTOR shall, at its own expense, pay any portion of the cost of repair which is not covered by insurance; or
2. In the event the CONTRACTOR certified to self - insurance, devote all funds necessary to repair the Project Equipment
and place it back into service.
C. If the Project Equipment is a total loss, either by theft or damage, the insurance proceeds or equivalent shall be paid directly
to WSDOT. The CONTRACTOR shall within sixty (60) days of loss, theft, or damage, notify WSDOT that it either:
1. Intends to replace the lost Project Equipment; or
2. Does not intend to replace the lost Project Equipment.
D. If WSDOT determines that the total loss occurred under circumstances in which the CONTRACTOR fulfilled its obligations
under this AGREEMENT, WSDOT would either pay or rebate to the CONTRACTOR its proportionate share of such.proceeds
received, or take such other action with respect to such proceeds, as FTA shall allow.
E. Coverage, if obtained or provided by the CONTRACTOR in compliance with this section, shall not be deemed as having
relieved the CONTRACTOR of any liability in excess of such coverage as required by the limitation of liability section of this
AGREEMENT, or otherwise.
Section 31
Coordination of Special Needs Transportation
It is the policy of the 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 coordinated planning as led by CONTRACTOR's relevant
Metropolitan Planning Organization (MPO) and/or Regional Transportation Planning Organization (RTPO).
Section 32
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 33
Limitation of Liability
A. The CONTRACTOR shall indemnify and hold harmless WSDOT, its agents, employees, and officers from 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 or 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 34
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 35
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 36
Termination
A. Termination for Convenience. WSDOT and or the CONTRACTOR may suspend or terminate this AGREEMENT, in
whole or in part, by written notice to the other PARTY in accordance with 49 C.F.R. Part 18 § 18.44 or 49 C.F.R. 19 § 19.6 1,
whichever is applicable to a project receiving "Federal Funds." 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. WSDOT may suspend all or any part of the State financial assistance provided herein, at
any time by written notice to the CONTRACTOR and the PARTIES may terminate this AGREEMENT for convenience for
reasons including, but not limited to, the following:
1. The requisite "Federal and/or State Funds" become 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 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. Jeopardizes its ability to perform pursuant to this AGREEMENT, United States of America laws, Washington State
Laws, or local governmental laws under which the CONTRACTOR operates;
3. Abuses or misuses the Project Equipment, including, but not limited to:
a. Failure to maintain a vehicle according to the manufacturer's standards;
b. Failure to repair damages or replace defective or broken parts in a timely manner; or
c. Failure to take any action which could affect the ability of the Project Equipment to perform its designated function
or takes any action which could shorten its useful life for Project use or otherwise.
d. Failure to make reasonable and appropriate use of the Project Equipment, real property, or facilities.
4. Fails to make reasonable progress on the Project or other violation of this AGREEMENT that endangers substantial
performance of the Project; or
5. 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 termination 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 including, but not limited to, demanding the return of some or
all of the funds paid under this AGREEMENT.
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 37
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 no way impair or prejudice any right or remedy
available to WSDOT with respect to any breach or default.
Section 38
WSDOT Advice
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 from WSDOT on problems that may arise,
the offering of WSDOT advice shall not shift the responsibility of the CONTRACTOR for the correct administration and success
of the Project, and WSDOT shall not be held liable for offering advice to the CONTRACTOR
Section 39
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 the Project Equipment or other property 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 due to damage of Project Equipment. The CONTRACTOR shall attend hearings and trials, assist
in securing and giving evidence, and obtain the attendance of witnesses.
Section 40
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 41
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 by the Director of the 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 42
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 PARTIES hereby accept the issuing and service of process by registered mail at
the mailing address shown in the caption space heading of this AGREEMENT titled "CONTRACTOR" and "Washington State
Department of Transportation." The PARTIES agree that the laws of the State of Washington shall apply.
Section 43
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 44
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 by 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 covenant or provision shall delay the performance of any other covenant or provision except as herein allowed.
Section 45
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 46
Section Headings
All section headings are inserted for convenience only and shall not affect any construction or interpretation of this
AGREEMENT.
Section 47
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
DEPAR NT OF TRANSPORTATI
By:
Kathryn W. Ja for
6t/'---Director, Public Transportation
CONTRACTOR
By:
Authorized Representative
Print Name-,�:���
Print Title K - f,
Who by this signature certifies th r authority to execute this
AGREEMENT on behalf of the CONTRACTOR.
9 as 9
Date: l � V Date:
Approved as to form only:
By: Susan Cruise
Assistant Attorney General
Date: July 22, 2009
Exhibit I
SCOPE OF PROJECT AND BUDGET
Total Project Costs
Percentage
Federal Funds
$
96,000
State Funds
$
47,256
Contractor Funds
$
24,000
Total Cost
$
167,256
Funding by Project:
PROJECT A
Scope of Work: Provide capital funding assistance to purchase two (2) replacement gas - powered
minibuses with two wheelchair tie -down locations to provide public transportation for persons with
special needs.
Funding
Percentage
Total Project
Budget
FTA 5310
80%
$ 96,000
Contractor Funds
20%
$ 24,000
Total Project Cost
100%
$ 120,000
Budget: Funding and percentages identified reflects total project funding for 200912011.
Capital competitive funds are solely for the acquisition purpose provided above. Any remaining funds
resulting from the procurement shall be retained by WSDOT for re- distribution.
PROJECT B
Scope of Work: Provide capital funding assistance to purchase two (2) replacement, five passenger
sedans (one hybrid and one conventional gas) for paratransit transportation service and completing Phase
III of Yakima Transit's Automated Stop Announcement system by installing electronic, solar powered
stop announcement equipment in three major bus transfer stations for sight and hearing impaired
individuals notifying passengers of arriving and departing bus routes.
Funding
Percentage
Total Project
Budget
State Paratransit / Special Needs Transit Formula Funds
100%
$ 47,256
Contractor Funds
0%
$ 0
Total Project Cost
100%
$ 47 256
Budget. Funding and percentages identified reflects total project funding for 200912011.