AG 17-188RETURN TO: PW ADMIN EXT: 2700 ID #: Stu j
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
(-, VAIN O
1. ORIGINATING DEPT /DIV: PUBLIC WORKS / S 'CtA‘]
9
2. ORIGINATING STAFF PERSON: SO.'(Gi \-AK\S EXT: 2:A41 3. DATE REQ. BY:
3. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT
❑ REAL ESTATE DOCUMENT
❑ ORDINANCE
❑ CONTRACT AMENDMENT (AG #):
J
❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ MAINTENANCE AGREEMENT
❑ HUMAN SERVICES / CDBG
❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ RESOLUTION
A INTERLOCAL
❑ OTHER
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4. PROJECT NAME ONNS0`(Tw�1OVCNMcA,�A_ kQ/NOj�,`41�V��i \Vv�Q``Q.V1A3..Vs ��O� PITV.VM�+wr (scRa
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SIGNATURE NAME: 6,6 Oa\ )..- 01.,(S42.•CC TITLE: ) (Q. (. of PobV0- cciV1j.
6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER
REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS
CFW LICENSE # BL, EXP. 12/31/ UBI # , EXP. / /_
7. TERM: COMMENCEMENT DATE: ?r) l 1 I `1- COMPLETION DATE: C) 10
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8. TOTAL COMPENSATION: $ 3', D 69 • t o f 3 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE -ATTAC
REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM
IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $
RETAINAGE: RETAINAGE AMOUNT:
HED OF EMPLOYEES TITLES AND HOLIDAY RATES)
DOLLAR AMOUNT: $
PAID BY: ❑ CONTRACTOR ❑ CITY
❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ^_ RETAINAGE BOND PROVIDED
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❑ PURCHASING: PLEASE CHARGE To:
9. DOCUMENT / CONTRACT REVIEW ` r
Vr-PROJECT MANAGER
DIVISION MANAGER
DEPUTY DIRECTOR
INIT L / DATE REVIEWED INITIAL / DATE APPROVED
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RISK MANAGEMENT (IF APPLICABLE)
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10. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL
11. CONTRACT SIGNATURE ROUTING
SENT TO VENDOR/CONTRACTOR
o TTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION
(INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE
❑FINANCE DEPARTMENT
❑ LAW DEPT
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DATE: 11/(P111 COUNCIL APPROVAL DATE: U /23 /17
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DATE SENT: 11 19-4 d 7 DATE REC'D: 1 nil t 7
LICENSES, EXHIBITS
FOR 1 MONTH PRIOR TO EXPIRATION DATE
TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.)
666 INITIAL / DATE SIGNED
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❑ SIGNED COPY RETURNED
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COMMENTS:
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DATE SENT: _ 17 ,
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4/2017
Transportation Demand Management
Implementation Agreement
Washington State Department of
Transportation
310 Maple Park Avenue SE
PO Box 47387
Olympia, WA 98504 -7387
Contact Person: Kathy Johnston 360 - 705 -7845
Contractor
City of Federal Way
33325 8th Avenue S.
PO Box 9718
Federal Way, WA 98063
Contact Person: Sarady Long 253 - 835 -2743
Project Cost:
State Funds $38,869
Contractor Funds $ 0
Total Project Cost $38,869
Federal ID #: 91- 1462550A
Scope of Project: As set forth in Exhibit 1, Project
Scope of Work.
Agreement Number: GCB2751
UPIN: PTTD812
Term of Project:
July 1, 2017 through June 30, 2019
Service Area: Federal Way
This AGREEMENT is entered into by the Washington State Department of Transportation, hereinafter referred to as
" WSDOT" and the 'Contractor identified above, hereinafter referred to as "CONTRACTOR ", and/or individually
referred to as the "PARTY" and collectively referred to as the "PARTIES."
WHEREAS, RCW 70.94.521 through RCW 70.94.555 establishes the state's leadership role, and the requirements
and parameters to reduce traffic congestion, fuel use, and air pollution through commute trip reduction programs,
including transportation demand management programs for growth and transportation efficiency centers ( "GTEC ")
in Washington State; and
WHEREAS, RCW 47.06.050 requires that when planning capacity and operational improvements, the State's first
priority is to assess strategies to enhance the operational efficiency of the existing system, and states that strategies to
enhance the operational efficiencies include, but are not limited to, access management, transportation system
management, and demand management ("Strategies"); and
WHEREAS, RCW 47.01.078 directs the State to develop strategies to reduce the per capita vehicle miles traveled, to
consider efficiency tools including commute trip reduction and other demand management tools, and to promote the
integration of multimodal planning in support of the transportation system policy goals described in RCW 47.04.280;
and
WHEREAS, the Legislature has directed the State to increase the integration of public transportation and the highway
system, to facilitate coordination of transit services and planning, and to maximize opportunities to use public
transportation to improve the efficiency of transportation corridors (RCW 47.01.330); and
WHEREAS, RCW 47.80.010 encourages the State and local jurisdictions to identify opportunities for cooperation to
achieve statewide and local transportation goals; and
WHEREAS, the State of Washington in its Sessions Laws of 2017, Chapter 313 Section 220 (6) and (7), authorizes
funding for Public Transportation and Commute Trip Reduction programs and other special proviso funding through
the multi -modal transportation account as identified in the budget through its 2017 -2019 biennial appropriations to
WSDOT; and
WHEREAS the WSDOT Public Transportation Division is responsible for administering funds on behalf of the
Washington State Legislature;
NOW, THEREFORE, in consideration of terms, conditions, performances and mutual covenants herein set forth and
the attached Exhibit 1, "Project Scope of Work," and Exhibit 2, "Project Progress Reports," Exhibit 3, Invoice
Voucher Template and Exhibit 4, Final Project Progress Report, IT IS MUTUALLY AGREED AS FOLLOWS:
GCB2751 Page 1 of 13
Section 1
Purpose of Agreement
A. The purpose of this AGREEMENT is for WSDOT to provide funding to the CONTRACTOR to be used solely for
activities undertaken to fulfill the requirements of RCW 70.94.521 through RCW 70.94.555, hereinafter known as the
"Project."
B. If this AGREEMENT is used as match for any other related projects with federal funds, in addition to the
requirements of Sections 1 through 22 of this AGREEMENT, the CONTRACTOR must assume full responsibility
for complying with all federal rules and regulations consistent with the requirements imposed by use of the federal
funds on any such related project(s), including but not limited to Title 23 of the U.S. Code, Highways, as
applicable, the regulations issued pursuant thereto, 2 CFR Part 200, and 2 CFR Part 1201. The CONTRACTOR
must also assume full responsibility for compliance with Federal Highway Administration's (FHWA) Required
Contract Provisions Federal -Aid Construction Contracts, FHWA 1273, which may be found here,
https: / /www.fhwa.dot.gov /programadmin /contracts /1273/1273.pdf , and any amendments thereto; and/or the Federal
Transit Administration Master Agreement 23, which may be found here,
https://www.transit.dot. gov/ sites /fta.dot. gov/ files/ FTA% 20Master %20Agreement %20FY2017 %20 %2010 -1-
2016.pdf, and any amendments thereto.
Section 2
Scope of Work
The CONTRACTOR agrees to perform all designated tasks of the Project under this AGREEMENT as described in
Exhibit 1, "Project Scope of Work," attached hereto and by this reference is incorporated into this AGREEMENT.
Section 3
Term of Project
The CONTRACTOR shall commence, perform and complete the Project within the time defined in the caption space
header above titled "Term of Project" of this AGREEMENT regardless of the date of execution of this AGREEMENT,
unless terminated as provided herein. The caption space header above entitled' "Term of Project" and all caption space
headers above are by this reference incorporated into this AGREEMENT as if fully set forth herein.
Section 4
Project Costs
The total reimbursable cost to accomplish the Project Scope of Work shall not exceed the "State Funds" detailed in
the caption space header above titled "Project Costs." The CONTRACTOR agrees to expend eligible "State Funds"
together with any "Contractor Funds" identified above in the caption space header "Project Costs," in an amount
sufficient to complete the Project as detailed in Exhibit 1, "Project Scope of Work." If at any time the CONTRACTOR
becomes aware that the cost that it expects to incur in the performance of this AGREEMENT will differ from the
amount indicated in the caption space titled "Project Costs" above, the CONTRACTOR shall notify WSDOT in
writing within three (3) business days of making that determination.
Section 5
Reimbursement and Payment
A. Payment will be made with State Funds by WSDOT on a reimbursable basis for actual costs and expenditures
incurred, while performing eligible direct and related indirect Project work during the Project period. Payment is
subject to the submission to and approval by WSDOT of properly prepared invoices that substantiate the costs and
expenses submitted by CONTRACTOR for reimbursement. Failure to send in progress reports and financial
information as required in Section 7 — Progress Reports may delay payment. The CONTRACTOR must submit an
invoice using either State of Washington Form A -19 (Invoice Voucher), a copy of which is attached hereto as Exhibit
3 and by this reference incorporated into this AGREEMENT or a format approved by WSDOT. Such invoices may
be submitted no more than once per month and no less than once per year, during the course of this AGREEMENT.
If approved by WSDOT, said invoices shall be paid by WSDOT within thirty (30) days of receipt of the invoice.
B. State Fiscal Year End Closure Requirement (RCW 43.88): The CONTRACTOR shall submit an invoice for
completed work in the same state fiscal period, as defined in RCW 43.88, starting on July 1 and ending on June 30
the following year within the timeframe set forth in the caption space header of this AGREEMENT entitled "Term of
Project" during which the work was performed. Reimbursement requests must be received by July 15 of each state
fiscal period. 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. Any
payment request received after the timeframe prescribed above will not be eligible for reimbursement.
GCB2751 Page 2 of 13
Section 6
Project Records
The CONTRACTOR agrees to establish and maintain for the Project, either a separate set of accounts or, accounts
within the framework of an established accounting system in order to sufficiently and properly reflect all eligible
direct and related indirect Project costs incurred in the performance of this AGREEMENT. Such accounts are referred
to herein collectively as the "Project Account." All costs claimed against the Project Account must be supported by
properly executed payrolls, time records, invoices, contracts, and payment vouchers evidencing in sufficient detail the
nature and propriety of the costs claimed.
Section 7
Progress Reports
The CONTRACTOR shall submit quarterly progress reports to WSDOT so that WSDOT may adequately and
accurately assess the progress made under the terms of this AGREEMENT. The progress reports shall be prepared as
prescribed by WSDOT on the forms provided in Exhibit 2, "Project Progress Report" and/or as provided and modified
by WSDOT staff, attached hereto and by this reference incorporated into this AGREEMENT. The CONTRACTOR
shall provide a final progress report, as prescribed in Exhibit 4, "Final Project Progress Report" and/or as provided by
WSDOT staff, attached hereto and by this reference incorporated into this AGREEMENT, with any changes to the
form applied according to the agreement modification process in Section 9. Progress reports shall be submitted to
WSDOT no later than forty-five (45) days from the end of each calendar quarter.
Section 8
Audits, Inspections, and Records Retention
WSDOT, the State Auditor, and any of their representatives, shall have full access to and the right to examine, during
normal business hours and as often as they deem necessary, all of the CONTRACTOR's records with respect to all
matters covered by this AGREEMENT. Such representatives shall be permitted to audit, examine and make excerpts
or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, and other matters
covered by this AGREEMENT. In order to facilitate any audits and inspections, the CONTRACTOR shall retain all
documents, papers, accounting records, and other materials pertaining to this AGREEMENT for six (6) years from
the date of completion of the Project or the Project final payment date. However, in case of audit or litigation
extending past that six (6) years period, then the CONTRACTOR must retain all records until the audit or litigation
is completed. The CONTRACTOR shall be responsible to assure that the CONTRACTOR and any subcontractors
of CONTRACTOR comply with the provisions of this section and provide, WSDOT, the State Auditor, and any of
their representatives, access to such records within the scope of this AGREEMENT.
Section 9
Agreement Modifications
A. Either PARTY may request changes to this AGREEMENT, including changes in the Scope of Project. Such
changes that are mutually agreed upon shall be incorporated as written amendments to this AGREEMENT. No
variation or alteration of the terms of this AGREEMENT shall be valid unless made in writing and signed by
authorized representatives of the PARTIES hereto, provided, however, that changes to the project title, federal ID
number, UPIN the contact person of either PARTY, or dollar amount changes that do not affect the project total cost,
will not require a written amendment, but will be approved and documented by WSDOT through an administrative
revision. WSDOT shall notify the CONTRACTOR of the revision in writing.
B. If an increase in funding by the funding source augments the CONTRACTOR's allocation of funding under
this AGREEMENT, the CONTRACTOR and WSDOT agree to enter into an amendment to this AGREEMENT,
providing for an appropriate change in the Scope of Project and/or the Project Cost in order to reflect any such increase
in funding.
C. If a reduction of funding by the funding source reduces the CONTRACTOR's allocation of funding under
this AGREEMENT, the CONTRACTOR and WSDOT agree to enter into an amendment to this AGREEMENT
providing for an appropriate change in the Scope of Project and/or the Project Cost in order to reflect any such
reduction of funding.
Section 10
Recapture Provision
In the event that the CONTRACTOR fails to expend State Funds in accordance with state law and/or the provisions
of this AGREEMENT, WSDOT reserves the right to recapture State Funds in an amount equivalent to the extent of
noncompliance. The CONTRACTOR agrees to repay such State Funds under this recapture provision within thirty
(30) days of demand.
GCB2751 Page 3 of 13
Section 11
Disputes
A. If the PARTIES cannot resolve by mutual agreement, a dispute arising from the performance of this
AGREEMENT the CONTRACTOR may submit a written detailed description of the dispute to the WSDOT Public
Transportation Division's Statewide Transportation Demand Management Programs Manager or the WSDOT Public
Transportation Statewide Transportation Demand Management Programs Manager's designee who will issue a written
decision within ten calendar (10) days of receipt of the written description of the dispute. This decision shall be final
and conclusive unless within ten calendar (10) days from the date of CONTRACTOR's receipt of WSDOT's written
decision, 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 otter material 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 the Public Transportation Division or the
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, the CONTRACTOR shall continue
performance under this AGREEMENT while matters in dispute are being resolved.
Section 12
Termination
A. Termination for Convenience. WSDOT and/or the CONTRACTOR may suspend or terminate this
AGREEMENT, in whole or in part, and all or any part of the financial assistance provided herein, at any time by
written notice to the other PARTY. 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 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 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; or
5. The State Government determines that the purposes of the statute authorizing the Project would not be
adequately served by the continuation of financial assistance for the Project;
6. 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 that 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 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. Fails to make reasonable progress on the Project or other violation of this AGREEMENT that endangers
substantial performance of the Project; or
GCB2751 Page 4 of 13
4. 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.
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.
E. Any termination of the AGREEMENT, whether for convenience or for default, that requires the AGREEMENT
to be terminated or discontinued before the specified end date set forth in the caption header, "Term of Project ", shall
require WSDOT to amend the AGREEMENT to reflect the termination date and reason for termination.
Section 13
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 14
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, and shall in no way impair or prejudice any right or remedy
available to WSDOT with respect to any breach or default. In no event shall acceptance of any WSDOT payment of
grant funds by the CONTRACTOR constitute or be construed as a waiver by CONTRACTOR of any WSDOT breach,
or default which shall in no way impair or prejudice any right or remedy available to CONTRACTOR with respect to
any breach or default.
Section 15
WSDOT Advice
The CONTRACTOR bears complete responsibility for the administration and success of the work as it is defined in
this AGREEMENT and any amendments thereto. Although the CONTRACTOR may seek the advice of WSDOT, the
offering of WSDOT advice shall not modify the CONTRACTOR's rights and obligations under this AGREEMENT
and WSDOT shall not be held liable for any advice offered to the CONTRACTOR.
Section 16
Limitation of Liability and Indemnification
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 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 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 acts or omissions of the WSDOT, its agents, employees or officers. The indemnification and hold
harmless provision shall survive termination of this AGREEMENT.
GCB2751 Page 5 of 13
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 this AGREEMENT against the other PARTY, all such fees, costs and expenses shall
be recoverable by the prevailing PARTY.
Section 17
Governing Law, Venue, and Process
This AGREEMENT shall be construed and enforced in accordance with, and the validity and performance thereof
shall be governed by the laws of the State of Washington. 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.
Section 18
Compliance with Laws and Regulations
The CONTRACTOR agrees to abide by all applicable State laws and regulations, including, but not limited to those
concerning employment, equal opportunity employment, nondiscrimination assurances, Project record keeping
necessary to evidence AGREEMENT compliance, and retention of all such records. The CONTRACTOR will adhere
to all of the nondiscrimination provisions in Chapter 49.60 RCW. The CONTRACTOR will also comply with the
Americans with Disabilities Act of 1990 (ADA), Public Law 101 -336, including any amendments thereto which
provides comprehensive civil rights protection to individuals with disabilities in the areas of employment public
accommodations, state and local government services and telecommunication.
Section 19
Severability
If any covenant or provision of this AGREEMENT shall be adjudged void, such adjudication shall not affect the
validity or obligation of performance of any other covenant or provision, or part thereof, that 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 covenant or provision shall delay the performance of any other covenant or provision
except as herein allowed.
Section 20
Counterparts
This AGREEMENT may be 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 in such executed
counterpart, and does hereby accept State Funds and agrees to all of the terms and conditions thereof.
Section 21
Execution
This AGREEMENT is executed by the Director of the 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 his/her capacity
as Director of the Public Transportation Division.
Section 22
Binding Agreement
The undersigned acknowledges that they are authorized to execute the AGREEMENT and bind their respective
agency(ies) and/or entity(ies) to the obligations set forth herein.
GCB2751 Page 6 of 13
IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT the day and year last
signed below.
WASHINGTON STATE
DEPART ENT OF TRANSPORTATION
I ir
rian'. gerberg, Director -441...--i- '� ��tizthorized'kepresentati ie
Public Transportation Division
CONTRACTOR
(1 1 t7
Date
APPROVED AS TO FORM BY:
Susan Cruise
Assistant Attorney General
9/11/2017
Date
t/I a far
Title
firY► Ferrell
Print Name
Date
///;.,?//
GCB2751 Page 7 of 13
EXHIBIT 1
Project Scope of Work
Commute Trip Reduction (CTR)
1. Scope of Work
A. Administrative Work Plan
The CONTRACTOR agrees to submit to WSDOT an administrative work plan by the end of the first
quarter of this agreement or when the CONTRACTOR submits its first invoice, whichever is sooner.
The administrative work plan will include the following elements:
1. The work plan shall identify the deliverables, schedule, expected outcomes, performance
measures and the budget specific to strategies associated with this AGREEMENT and
other strategies as defined in the approved and locally adopted CTR or GTEC plans.
These plans may include, but are not limited to, recruiting new employer worksites,
reviewing employer programs, administering surveys, reviewing program exemption
requests, providing employer training, providing incentives, performing promotion and
marketing, and providing emergency ride home and other commuter services.
2. The administrative work plan budget shall identify how the CONTRACTOR will use the
state funds provided in this AGREEMENT for each task. The work plan shall also
provide an estimate of the other financial resources not provided in this AGREEMENT
that will be used to complete each task.
3. The administrative work plan must be approved in writing by the WSDOT Project
Manager, and shall be incorporated as a written amendment to the AGREEMENT. The
administrative work plan may be amended based on mutual written agreement between
the WSDOT Project Manager and the CONTRACTOR and shall be incorporated as a
written amendment to this AGREEMENT.
B. Work to be Performed
The county or city, whichever applies, has enacted or will enact a Commute Trip Reduction (CTR)
ordinance in compliance with RCW 70.94.521 through RCW 70.94.555. The CONTRACTOR agrees
to implement a CTR program based on the approved administrative work plan and the draft or
adopted local CTR plan and to comply with all provisions of the applicable county or city ordinance.
C. Use of State Funds for Incentives //
The CONTRACTOR agrees to use State funds provided as part of this AGREEMENT in accordance
with incentives guidance that WSDOT shall provide to the CONTRACTOR.
D. Quarterly Progress Reports and Invoices
The CONTRACTOR agrees to submit to WSDOT complete quarterly progress reports, as specified
by WSDOT in Section 7 — Progress Reports of the AGREEMENT, in Exhibit 2, "Project Progress
Report", and as integrated with the deliverables identified in the administrative work plan, along with
all invoices in accordance with Section 5 — Reimbursement and Payment of the AGREEMENT. All
invoices shall be complete and accurately reflect actual State funded expenditures. Only those
activities identified in the CONTRACTOR'S approved administrative work plan will be reimbursed
by WSDOT.
E. Final Progress Report
The CONTRACTOR agrees to submit to WSDOT a final progress report, a template of which is
attached hereto as Exhibit 4, "Final Project Progress Report," to replace the last quarterly progress
GCB2751 Page 8 of 13
report in the period of the AGREEMENT. The final progress report shall provide an estimate of any
other financial resources not provided in this AGREEMENT that were used to complete each task and
shall provide a list of the funds provided in this AGREEMENT that were disbursed by the
CONTRACTOR to its eligible contracting partner(s).
F. Funding Distribution
The CONTRACTOR may distribute funds to local jurisdictions to include counties, cities, transit
agencies, Transportation Management Associations, and Metropolitan Planning Organizations or
other eligible organizations authorized to enter into agreements for the purposes of implementing
CTR and/or GTEC, plans as applicable, and as authorized by RCW 70.94.544, and by ordinances
adopted pursuant to RCW 70.94.527(5).
G. Implementation Plans
The CONTRACTOR shall incorporate appropriate sections of the Project Scope of Work and
incentives guidance, as well as the approved administrative work plan, in all agreements with eligible
contracting partner(s), as necessary, to coordinate the development, implementation, and
administration of such CTR and/or GTEC plans, and in compliance with applicable ordinances.
H. Appeals and Modifications
The CONTRACTOR shall maintain an appeals process consistent with the Administrative Procedures
section contained in the CTR Guidelines which may be obtained from WSDOT or found at
http://www.wsdot.wa.gov/Transit/CTR/law.htm.
I. Coordination with Regional Transportation Planning Organizations (RTPO)
The CONTRACTOR shall coordinate the development and implementation of its CTR and/or GTEC
plan and programs with the applicable regional transportation planning organization (RTPO). The
CONTRACTOR agrees to notify the RTPO of any substantial changes to its plans and programs that
could impact the success of the regional CTR plan. The CONTRACTOR agrees to provide
information about the progress of its CTR and/or GTEC plan and programs to the RTPO upon
request.
J. Survey Coordination
The CONTRACTOR agrees to coordinate with WSDOT and its contracting partners for commute trip
reduction employer surveys.
K. Planning Data
The CONTRACTOR agrees to provide WSDOT with the program goals established for newly affected
worksites when they are established by the local jurisdiction. The CONTRACTOR agrees to provide
WSDOT with updated program goals for affected worksites and jurisdictions as requested. These
updates shall be submitted electronically in a format specified by WSDOT.
L. Database Updates
The CONTRACTOR agrees to provide WSDOT and the CONTRACTOR's contracting partners with
updated lists of affected or participating worksites, employee transportation coordinators, and
jurisdiction contacts, as requested. These updates will be submitted in a format specified by
WSDOT.
GCB2751 Page 9 of 13
EXHIBIT 2
Project Progress Report
Commute Trip Reduction (CTR) Quarterly Project Report
Reporting quarter:
Date:
Organization:
Agreement number:
Biennial
targets
Estimate of drive -alone trips to reduce to meet goal:
Key
deliverables:
(from
administrative
work plan)
•
Completed activities this quarter
•
Planned activities for next quarter
•
Describe issues, risks or challenges and resolutions
•
Estimated expenditures of state funds for this quarter
•
GCB2751 Page 10 of 13
AIMS
Wasainistost Moto
_IS Dopartmont of Transportation
EXHIBIT 3
Invoice Voucher Template
INVOICE VOUCHER
Emai a scan of the signed original with supporting documents if required to
PTDl naicesigwsdotwa.gov and Cc to the assigned Community Liaison
Stbjer, t: 0 0
MINORITY BUSINESSES
MARK BOAESI APPROPRIATE
M Db
wt3
E
VENDOR OR CLAIMANT :WARRANT TO BE PAYABLE TO i
VENDOR'S CERTIFICATE. f hear by certify under penalty of
perjury tat the rains and total listed herein are =ter charges
for materials, merotantase or sauces iumshed to the Stale of
Arashrrgton. and that ail goods furnishes and or se! ^.ices
rendered hare been prorided withal discinrraonn an the
a'airtcis of race, need. odor. nadorel orign, sea a age.
BY {SIC IARJRE IN I ()
FEDERAL W. NO. CR SOCIAL
uar r eves oar'I.R_S.)
INSTRUCTIONS
DATE
SECURITY NO. (far reporting peasant service contract
TO VENDOR OR CLAIMANT: Show complete
DESCRIPTION
TfTLE
detail for each item
CATE
below.
CURPENT
EXPE!®ITURlES
t �K
TOM Implemenfaloor Adm instraoon anc Erripicyer Support
ORG
PET AMOUNT
En-picisoer T iiro'N woeur
2F6773-
C723
NZ13
631020
$0.00
Total Billed This Period
$0.00
AGREEMENT
PROGRAM DESCRIPTION
BILLPIG PERIOD
INVOICE NUMBER
2015 -17 TDM Implementation
0
FOR '.VSDOT ONLY
GCB2751
Renewed by Community Lia sort
Date
Approved byBus+ttess Servces Staff Sale
Page 11 of 13
ACCOUNTING
CLASSIFIC •
JOB NUMBER
t �K
SUB Oral
ORG
PET AMOUNT
VOUCHER*
2F6773-
C723
NZ13
631020
$0.00
GCB2751
Renewed by Community Lia sort
Date
Approved byBus+ttess Servces Staff Sale
Page 11 of 13
EXHIBIT 4
Final Project Progress Report
Commute Trip Reduction (CTR) Final Project Report
Biennium:
2015 -2017
Date:
Outcomes
met?
Organization:
Agreement number:
GCB
Biennial
targets
Estmate of drive -alone trips to reduce to meet goal:
•
Deliverables:
(from
administrative
work plan)
•
Describe your progress on each of your deliverables this biennium.
•
Did you meet your targets for this biennium? Why or why not?
What were your major successes this biennium? How did they help you make
progress toward the goals in your jurisdiction's CTR plan(s) and /or work
plans /scope of work?
•
What were your major challenges this biennium? How did they hinder your
progress toward the goals in your jurisdiction's CTR plan(s) and /or work
plans /scope of work?
How do you measure the performance of your strategies?
•
What did you learn this biennium?
•
What would help you be more successful in the future? Please be specific (If it's
more resources, how much and what would they be for, etc.).
•
For each of the strategies in your administrative work plan, describe your
expected outcomes, whether you met those outcomes, and why or why not.
Strategy
Expected
outcomes
Performance
measures
Outcomes
met?
Why or why not?
GCB2751
Page 12 of 13
If your organization used other financial resources besides state CTR funds to
implement the activities in your administrative work plan for this agreement,
please provide the information below.
Source of local funds
Estimated funds spent
this agreement
How the funds were
used
Total local funds:
If your organization disbursed any state CTR funds to other organizations to
implement the activities in your administrative work plan for this agreement,
please list the total amount disbursed for the biennium below.
Organization
Total disbursed this Purpose of disbursal
agreement
Total disbursement:
GCB2751 Page 13 of 13