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AG 20-020 - WSDOT RETURN TO: PW ADMIN EXT: 2700 ID#: 3uq CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC Wolf [tiS/ p 2 2. ORIGINATING STAFF PERSON:LL LL7r{ EXT: 3. DATE REQ.BY; �20 3. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT Cl SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) LI ORDINANCE � ❑ RESOLUTION n CONTRACT AMENDMENT(AG#): !0 0 20 ❑ INTERLOCAL 0 OTHER p 4. PROJECT NAME: 11L1Jt S'�G f , Y 5. NAME OF CONTRACTOR. �-QE00T ADDRESS:AL1 j"lOQt- Y)J�C SE 14 �H� TELEPHONE: ` �P �D IRI E-MAIL. 011A'05'A 16II,O UYzAC t i, _•�!1I)V FAX: C�� SIGNATURE NAME: O_VN ug"r-c 3V d TITLE: L+�I�;tc_ W C,�IYO 'Al 6. EXHIBITS AND ATTACHMENTS:Cl 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. / / I 7. TERM: COMMENCEMENT DATE: COMPLETION DATE: b-30-2-3 8. TOTAL COMPENSATION:$ N/k (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ANO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑YES WO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: ,RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT/CONTRACT REVIEW 1NrrLA-L/D.,kzE REWIEWED INITIAL/DATE APPROVED PROJECT MANAGER 2 14j FOR )c 'CI DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) }FLAW DEPT M'62_0 10, COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENTTO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFIC.ATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT ❑ LAW DEPT ❑ SIGNATORY(MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASS IGNED AG# A ❑ SIGNED COPY RETURNED DATE SENT: ❑RETURN ONE ORIGINAL COMMENTS: EXECUTE "ORIGINALS Ir3flI3 Adw Washington State Transportation Building artment of Trans rtation 310 Maple Park Avenue S.E. p � P.O.Box 47300 Olympia,WA 98504-7300 360-705-7000 TTY 1-800-833-6388 www.wsdot.wa.gov January 29, 2020 Sarady Long City of Federal Way 33325 81h Ave S, Federal Way, WA 98003-6325 Subject: First Administrative Revision for Agreement PTDO120 Greetings, Enclosed is a completely administrative revision for agreement number PTD0120. To receive payment,please e-mail your completed reimbursement request to PTDITivol cesl(t�%\sdot.wa.go v, and the quarterly progress report form to the PTI]reports(uiiwsdot.wa.am% cc'irig Monica Ghosh at Gltosiuno(d),wsclot.wa.gov. If you have any questions or need technical assistance, you may contact Monica at 206-464-1191. We look forward to working with you during the course of your project. Sincerely, Jadine Cutulin ham g Business Analyst Public Transportation Division JC Enclosure Public Transportation Division ARL Washington State 310 Maple Park Avenue S.E. P.O.Box 47387 Depai Lament of Transportation Olympia,WA 98504-7387 WSDOT Contact: Monica Ghosh 206-464-1191 G"oshMm'C' w'dot wa q V This is the FIRST ADMINISTRATIVE REVISION to AGREEMENT PTDO120 entered into between the Washington State Department of Transportation(hereinafter referred to as "WSDOT"), and City of Federal Way (hereinafter referred to as "CONTRACTOR"), and/or individually referred to as the"PARTY" and collectively referred to as the"PARTIES," RECITAL WHEREAS, WSDOT amends AGREEMENT PTDO120 to incorporate the approved Administrative Work Plan; as Exhibit 1, NOW THEREFORE,the following AMENDMENTS are hereby incorporated into AGREEMENT PTDO120. AGREEMENT 1. RECITALS are hereby incorporated into this AGREEMENT. 2. Incorporate the approved Commute Trip Reduction Administrative Work Plan, attached hereto as Exhibit I. 3. A copy of this ADMINISTRATIVE AMENDMENT to the AGREEMENT shall be attached to and made a part of the original AGREEMENT. Any references to the"AGREEMENT" shall mean "AGREEMENT as amended." 4. All other terms and conditions of the original AGREEMENT not hereby amended shall remain in full force and effect. This document may be simultaneously executed in several counterparts, each of which shall be deemed original having identical legal effect. IN WITNESS WHEREOF, WSDOT hereto have executed this AMENDMENT the day and year last written below. By an Authorized Official of WSDOT: Capital Programs and Business Services Manager Date Public Transportation Division City of Federal Way Page 1 of 6 PTDO120-A1 Exhibit I Commute Trip Reduction (CTR) Administrative Work Plan City of Federal Way 2019-2021 Performance indicators for the 2019-2021 biennium: Jurisdiction NDAT 2007 NDAT 2018 VMT 2007 VMT 2018 Target Rate Target Rate Federal Way 26.7% 15.7% 110.9 miles 13.7 miles 1. Program administration Administer the program to meet state and Brief description city planning and implementation objectives and requirements. A. Administer the employer site registration and inventory record-keeping` Identify, notify and register new sites into the program in order to prepare them for their baseline surveys. Negotiate steps for compliance with non-compliant worksites with the onboarding component. B, Maintain database and master file records on basic site information for all sites. Provide the city and WSDOT with an electronic copy of city's CTR-affected employers and ETCs, as requested by the city or required by WSDOT. Keep website updated. C. Administer, or assist the city with administering, state and city planning and Activities and outputs contracting processes: Perform general update and implementation of the CTR Plan and ordinance, including development and execution of implementation contract between King County CTR Services, the City and their Administrative Work Plan; and the CTR Final Report for the biennium. Provide quarterly report information for city to complete state funds billing and reporting requirements. Meet regularly with city staff to review activities, current issues, ongoing challenges and accomplishments. Provide the city with draft responses to inquiries by state CTR committees and others, when warranted and as requested by the city. Conduct other administrative activities as needed. Outputs may be dependent on the actions of Potential issues and risks external organizations or other external factors; unresponsive sites City of Federal Way Page 2 of 6 PTD0120-A1 2. Employer program development, engagement and marketing ......................... Engage worksite ETCs with assistance, Brief description training, communications, resources, and information to operate successful programs. A. Traininq: Train all new employee transportation coordinators (ETCs) (at existing and new worksites) to ensure that they understand the requirements of the law, implementation strategies and their sites' performance to date. Training classes can be taken online and include basic ETC training and survey training as needed. Update and maintain informational CTR website and other training resources. B. Marketing Assistance: Assist ETCs with marketing of commute programs and ensure they meet their program information distribution requirements. G. Program Assistance: Focusing primarily on sites that have not made progress toward goal, conduct survey analyses, review program summaries and make recommendations for program improvements. D. Targeted Promotions: Identify highly congested employment areas, corridors, Activities and outputs industries, and/or sites that have not made progress toward goals for targeted outreach. Actively work with ETCs to promote alternatives to drive-alone commuting at these locations or sites. (For C and D, the number and composition of worksites for such shall be determined in consultation with city project manager, with larger worksites generally receiving more focus and time than smaller ones.) E. Information Provision: Help ETCs become a major resource to their employees by providing them with up-to-date commute information, tools for communicating with employees, turnkey commuter promotions, and opportunities to attend networking events. Send transportation-related news and announcements via email to all ETCs; coordinate and distribute electronic materials and information for promotions such as Wheel Options and Bike Everywhere Month and Day; and schedule, promote, engage speakers and invite ETCs to employer City of Federal Way Page 3 of 6 PTD0120-A1 network group meetings approximately 2-3 times per year. F. Strate is Planning: Develop strategies to help ETCs communicate and promote their programs to employees and achieve success with their programs. Sites are non-responsive or unable to make resource investments in program; ETCs are Potential issues and risks not given the time to use resources available to market program to employees; sites non- responsive to events and promotions. 3. Program measurement and reporting (survey or alternate and employer program reports) Track and notify employers of surveying and reporting requirements, gather and manage Brief description surrey and program report data, and provide technical assistance for and administration of measurement/reporting activities and program review/modification as warranted. Assist site representatives with: (1) baseline survey and initial program development, for new sites; (2) ongoing survey and program reporting for existing sites; and (3) for worksites not making progress toward goal, review of the existing program and recommendations for program modifications to improve performance as warranted for existing sites. This strategy includes sending survey and Activities and outputs program notifications to all sites; reviewing and administering extensions and exemptions requests; and setting up and assisting sites with paper and online surveys and program reporting. Receive program report submittals and manage/organize program report data. Negotiate steps for compliance with non- compliant worksites. Maintain or edit report formats as needed; database; and keep master file records on all sites. Provide survey results and program reporting information to the city/state and worksite. Timely processing of survey and report data Potential issues and risks by WSDOT and accuracy of tools and data; unresponsive sites; ETC turnover City of Federal Way Page 4 of 6 PTD0120-A1 4. Describe any planned purchases of TDM incentives, rewards, or prizes for the upcoming biennium: No purchase included using CTR funds are in the budget at this time. 5. To which categories above did you devote most of your efforts? Categories two and three require the most amount of time and effort. Why? The measurement and reporting of the worksite's program and the promotion of the program to employees are indicators of the strength of the program in making progress towards goal. For sites not making progress— prioritizing outreach and support for them is the best strategy to try and improve the NDAT and reduce VMT. Optional questions*: 6. Please describe issues, risks, or challenges and their resolutions during this biennium. 7. Please use this space to provide an employer/ETC success story. 8. Share a TDM lesson-learned through the implementation of this program this biennium. 9. Describe how you collect customer feedback and utilize it for program improvements. 10.Describe how you or your program have engaged with other local and/or regional programs and efforts this biennium. * These optional questions may be required on the final progress report or at the end of the four- year agreement, so please consider collecting this information as it arises. City of Federal Way Page 5 of 6 PTD0120-A1 U) �i a) N L o c y U N a c 7 N U N O d ° YZ ` E c cov U E o Z c p a) m 3Z o m o � � ° H c i QN � F- 7 � Q3 c � 3: -0 (D °' > E � mao au7ia'i (D Co c E a) � o o a) c •. ° a) p g c ami � � U °D Q Omc � ° � cmcna� ao0 � � 0 E :30c tm m / • • a r co +' N O L O C 'uj CD N C O O C C C o ,� N a) ° Z L E a) p m � - -. m a) O - m a) 7 c w o a) m o o N CD 3Z o o m n :� n E 0 o E c o- m � � .� c v o a) � Ea3ir a3): -Do � � an � Daa)) 000a � awU > ` wm •' m O a) C U ° c m M a"O c W 7 - _ 0 'a 2 — U O a) - O r '(D O M->p m . m w • , acm -° 3am � N c C "- c - U a) cNm N L � O Y Z C C ° ° CD (D 00 L E n U) a) rn H E ° ' d � 0 a �O m o rm C m p c a C U Q 'c mai c � 3 � a) o > E � . o � oaa)) CL ma'i > . E a) .. 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C C 7 0) () 0 ° W N U) Y Z ` N 2 Y 7 — C O o O a o a+, c >+ cm CL C 7 3 L '° m 0 > rn > LU o E c L E E N EU 7 m � ' ° cEN � o ° a) ° - — a) omo � po4) a) 0 0r- E0 � om m � O° Oa) cvoc3mwa� a ❑ � wac) -- a>) .Sa a � 0vQw0) U > Em W U) L a) •c) o L ` .0 jto NN o N o N N a) 0a) Mn, Yz E E YQ.aMa ac 3o � m oo rn , mp mCEo c `o rnO C m>° � E:3 a) CL Eau) cc y o L am m � m �>, ° > c _ a) o o 5Oou cmwaa wZmmuoa po ai ai O � oCL ca aOoi _ Q C OC C N C LL N EE cc m E .v> >, E am m 15 E n c�a L c`o � omomE � � � Crn - 0) (1) m 0) o m L a E a) IL a` m waaa m a` E a Halbert, Aaron From: Ghosh, Monica Sent: Tuesday, December 10, 2019 4:44 PM To: Halbert,Aaron Subject: PTD01200ty of Federal Way Administrative Work Plan-Approved Attachments: 2019-2021 CTR admin work plan Federal Way.docx Follow Up Flag: Follow up Flag Status: Flagged From: Ghosh, Monica<GhoshMo@wsdot.wa.gov> Sent:Thursday, December 5, 2019 1:22 PM To:Jaksich, Debbie<Debbie.Jaksich@kingcounty.gov>; WSDOT PTD Reports<PTDReports@WSDOT.WA.GOV> Cc:Sarady Long<Sarady.Long@cityoffederalway.com> Subject: RE: City of Federal Way Administrative Work Plan Hi Debbie: This work plan is approved.Thank you, Monica From:Jaksich, Debbie<Debbie.Jaksich@kingcountV.gov> Sent:Thursday, October 10, 2019 2:27 PM To:WSDOT PTD Reports<PTDReports@WSDOT.WA.GOV>; Ghosh, Monica<GhoshMo wsdot.wa. ov> Cc:Sarady Long<Sarady.Long@cityoffederalway.com> Subject: City of Federal Way Administrative Work Plan Hi Monica—please find attached Federal Way's Administrative Work Plan,that I am sending you on the city's behalf. Let me know if you have any questions. Thanks, Debbie Debbie Jaksich[she, her] Program Manager III 201 S.Jackson St., MS: KSC-TR-0411 Seattle,WA 98104 206-477-5836 Try new ways to getting around at www.iustonetrip.or�! i RETURN TO: PW ADMIN EXT: 2700 ID#: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM WORKS/ I I, w � �o EXT: 3. DATE REQ.BY: �.'� yt? 1. ORIGINATING EPT IV: PUBLIC 2. ORIGINATING STAFF P`ERSOiS�;w "�. 3. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(Aa#):,... 0 [N "EF.L #dAL OTHER �i ,'4I "` ry BIW �.. 4. PROJECT .� Ni4IE: W" ,"�+^"w`� "�^'�� ��'�'� � ", , NAME 5. ADDRESS: r1LF 1 ��� . � "w � " TELEPHONE: 0 — . .�.�.�. ..... �. ............ FAX. ......mm.� SIGNATURE NAME:. ����_. � � �� _�._. _....._ L.4#P 9 '�"aI �� m I_ k 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# I EXP. 7. TERM: COMMENCEMENT DATE: COMPLETION DATE, ' S. TOTAL COMPENSATION:$ *� (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑YES ❑NO IF YES, ww _ —— w _ PAID BY: ❑CONTRACTOR Cl CITY RETAINAGE: RETAINAGE AMOUNT: .. RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED Cl PURCHASING: PLEASE CHARGE TO: "9. DOCUMENT/CONTRACT REVIEW _SNICiC Id 41 �._� A'I'ERE � � INITIAL DATE APPROVED PROJECT MANAGER DIVISION MANAGER 7 ..� DEPUTY DIRECTOR ......................", .._....._ ... w DIRECTOR ❑ RISKMANAGEMENT (IFAPPLICABLE) LAW DEPT ` 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONIkCT SIGNATURE R.Ou'rING SENTTO VENDOR/CON TRACTOR DATE SENT: m .mm. DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFIC,ATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN AD VA'kN �GI %MJfl,f"IC,II n�I+,IaC�.C�VAIL.IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT LAW DEPT SIGNATORY(MAYOR OR DIRECTOR) .. .... _ C-1 i' Cl CITY CLERK as ❑ ASSIGNED AG# AG# � ❑ SIGNED COPY RETURNED DATE SENT. ..� ❑RETURN ONE ORIGINAL' COMMENTS: f c�as I s ARIL MW M 'Transportatloin Buuildlirng Departnwnt of Transportation 310 Maple Park Aveniuue S.E., RO.Box 47300 Olympia,WA 98504-7300 360-705-70M TlY 1-300...633...6333 wwwmsdotwa,gov January 22, 2020 Sarady Long City of Federal Way _ 33325 8th Ave S, Federal Way,WA 98003-6325 Subject: Executed Transportation Demand Management Implementation Agreement PTD0120 Greetings, Enclosed is a fully executed WSDOT agreement number PTD0120. We will email you the personalized reimbursement request for your agreement. To receive payment,please e-mail your invoice to P,r'Dinvoices( )wsdot.w,�a �L)v, cc'ing Monica Ghosh at GhoshMo iiwsdot.wa ggy. If you have any questions or need technical assistance, you may contact Monica at 206-464-1191. We look forward to working with you during the course of your project. Sincerely, i Jadine Cunni:rt arra Business Analyst Public Transportation Division JC Enclosure Allink Washington State Public Transportation Division Department of 15-ans ortat"eon 310 Maple Park Avenue S.E. � P.O. Box 47387 Olympia, WA 98504-7387 WSDOT Contact: Monica Ghosh 206-464-1191 OhoshMo� uvsdot.� Transportation Demand Management Implementation Agreement Agreement Number PTDO120 Contractor. City of Federal Way Term of Project July 1,2019 through June 30, 2023 33325 8th Avenue S., P9-Bee UPIN PTTD013 948 9$CO3 Vendor# SWV00159570 0 Contact: Sarady Long 253-835-2743 THIS AGREEMENT, entered into by the Washington State Department of Transportation, hereinafter "WSDOT," and the Contractor identified above, hereinafter the "CONTRACTOR," individually the "PARTY" and collectively 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, the State of Washington in its Sessions Laws of 2019, Chapter 416 Section 220 authorizes funding for Public Transportation Programs and other special proviso funding as identified in the budget through its 2019-2021 biennial appropriations to WSDOT; and NOW THEREFORE, in consideration of the terms, conditions, covenants, and performances contained herein, or attached and incorporated and made a part hereof, IT IS MUTUALLY AGREED AS FOLLOWS: SCOPE OF WORK AND BUDGET Scope of Work: The CONTRACTOR agrees to provide Transportation Demand Management (TDM) services, primarily used to support local Commute Trip Reduction (CTR) programs associated with the Statewide Commute Trip Reduction Program, including: 1) Development and submission of an Administrative Work Plan by the end of the first quarter of this AGREEMENT that must be approved by WSDOT in writing; and 2) Implementation of the strategies and production of the deliverables outlined in the WSDOT-approved Administrative Work Plan in order to implement a CTR program. The Administrative Work Plan shall be incorporated as an amendment to this AGREEMENT. Funds Current Funds Projected Funds Total Current&Projected Funds Commute Trip Reduction $ 38,869 $ 38,869 $ 77,738 Total Project Cost $ 38,869 $ 38,869 $ 77,738 Budget. 'Current Funds reflect total funding appropriated by the Washington State Legislature for the Project in the 2019-2021 biennium. Projected Funds are subject to appropriation by the Washington State Legislature, once appropriated, funds will be added to this AGREEMENT by written amendment. City of Federal Way Page 1 of 9 PTD0120 Adalk Washington State Public Transportation Division Department of Transportation 310 Maple Park Avenue S.E. p P.O. Box 47387 Olympia, WA 98504-7387 WSDOT Contact: Monica Ghosh 206-464-1191 Gho !2Mfj c dJot,wa.c oy Transportation Demand Management Implementation Agreement Agreement Number PTDO120 Contractor., City of Federal Way Term of Project July 1,2019 through June 30, 2023 33325 8th Avenue S., PO Box UPIN PTTD013 9718 Vendor# SWV00159570 0 (Contact: Sarady Long 253-835-2743 THIS AGREEMENT, entered into by the Washington State Department of Transportation, hereinafter "WSDOT," and the Contractor identified above, hereinafter the "CONTRACTOR," individually the "PARTY" and collectively 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, the State of Washington in its Sessions Laws of 2019, Chapter 416 Section 220 authorizes funding for Public Transportation Programs and other special proviso funding as identified in the budget through its 2019-2021 biennial appropriations to WSDOT; and NOW THEREFORE, in consideration of the terms, conditions, covenants, and performances contained herein, or attached and incorporated and made a part hereof, IT IS MUTUALLY AGREED AS FOLLOWS: SCOPE OF WORK AND BUDGET Scope of Work: The CONTRACTOR agrees to provide Transportation Demand Management (TDM) services, primarily used to support local Commute Trip Reduction (CTR) programs associated with the Statewide Commute Trip Reduction Program, including: 1) Development and submission of an Administrative Work Plan by the end of the first quarter of this AGREEMENT that must be approved by WSDOT in writing; and 2) Implementation of the strategies and production of the deliverables outlined in the WSDOT-approved Administrative Work Plan in order to implement a CTR program. The Administrative Work Plan shall be incorporated as an amendment to this AGREEMENT. Funds Current Funds Projected Funds Total Current&Projected Funds Commute Trip Reduction $ 38,869 $ 38,869 $ 77,738 Total Project Cost $ 38,869 $ 38,869 $ 77,738 Budget: Current Funds reflect total funding appropriated by the Washington State Legislature for the Project in the 2019-2021 biennium. Projected Funds are subject to appropriation by the Washington State Legislature, once appropriated, funds will be added to this AGREEMENT by written amendment. City of Federal Way Page 1 of 9 PTDO120 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, as set forth in the Scope of Work and Budget, 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 30 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/revisions thereto; and/or the Federal Transit Administration Master Agreement 25 , which may be found here,h t s:/Jwww trarlsiLdot.g ov/fundiin / ra ntee-resources/sa m m ie-fta- agreements/fta_o ra n t-agreerrmenits. Section 2 Scope of Work The CONTRACTOR agrees to perform all designated tasks of the Project under this AGREEMENT as described in "Scope of Work and Budget". 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 shall not exceed the "Current Funds" detailed in the"Scope of Work and Budget".The CONTRACTOR agrees to expend eligible"State Funds"together with any "Contractor Funds" identified above in the "Scope of Work and Budget" table. 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 "Scope of Work and Budget" table above, the CONTRACTOR shall notify WSDOT in writing within thirty (30) business days of making that determination. Section 5 Reimbursement and Payment A. Payment will be made by WSDOT on a reimbursable basis for actual costs and expenditures incurred, while performing eligible direct and related eligible 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 11 —Reports may delay payment. The CONTRACTOR shall submit an invoice detailing and supporting the costs incurred. 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, properly prepared invoices shall be paid by WSDOT within thirty(30)days of receipt of the invoice. City of Federal Way Page 2 of 9 PTD0120 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 in which the work was performed.As defined in RCW 43.88,the state fiscal period starts on July 1 and ends on June 30 the following year. 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 expenses 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. Section 6 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: A. The work plan shall identify the deliverables, schedule, expected outcomes, performance measures and 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 and providing site- specific suggestions for improved CTR performance, administering surveys, reviewing program exemption requests, providing employer training, providing incentives, performing promotion and marketing, and providing emergency ride home and other commuter services. B. The administrative work plan may be amended based on mutual written agreement between the WSDOT Project Manager and the CONTRACTOR. Section 7 Survey Coordination The CONTRACTOR agrees to coordinate with WSDOT and its contracting partners for Commute Trip Reduction employer surveys. Section 8 Planning Data 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. WSDOT may request worksite TDM plans for review. Section 9 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. Section 10 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. City of Federal Way Page 3 of 9 PTD0120 Section 11 Reports The CONTRACTOR shall prepare and submit quarterly, annual, and final progress reports pursuant to this agreement and as prescribed in WSDOT's Transportation Demand Implementation Agreement Guidebook, and any amendments thereto, found at https://www.wsdot.wa.gov/transit/grants/public-transportation-commute-trip-reduction-grants, or as requested by WSDOT. Due to Legislative and WSDOT reporting requirements, any required quarterly progress reports shall be submitted for the duration of the AGREEMENT period regardless of whether the underlying funding sources have been exhausted. Post-grant annual performance reporting may also be required as prescribed in the aforementioned guidebook. Section 12 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). Section 13 Implementation Plans The CONTRACTOR shall incorporate appropriate sections of the "Scope of Work and Budget" and description of allowable incentives in accordance with the incentives guidance provided to the CONTRACTOR by WSDOT as set forth in Section 10 of this AGREEMENT, as well as the WSDOT 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. Section 14 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. Section 15 Project Records The CONTRACTOR agrees to establish and maintain accounts for the Project 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 16 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 City of Federal Way Page 4 of 9 PTDO120 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 17 Agreement Modifications A. Either PARTY may request changes to this AGREEMENT, including changes in the Scope of Work and Budget. 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, UPIN, the contact person of either PARTY, biennial adjustments with no impact to the overall project cost, or adding the Administrative Work Plan, will not require a written amendment, but will be approved and documented by WSDOT through an administrative revision. WSDOT shall notify the CONTRACTOR of any such approved 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 a written amendment to this AGREEMENT, providing for an appropriate change in the Scope of Work and Budget and/or the Total 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 a written amendment to this AGREEMENT providing for an appropriate change in the Scope of Work and Budget and/or the Total Project Cost in order to reflect any such reduction of funding. Section 18 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. Section 19 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 offer 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. City of Federal Way Page 5 of 9 PTD0120 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 20 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 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. C. WSDOT shall serve a notice of termination on the CONTRACTOR setting forth the manner in which the CONTRACTOR is in default.. If it is later determined by WSDOT that the City of Federal Way Page 6 of 9 PTDO120 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. D. 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. E. 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. F. 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 by written amendment to reflect the termination date and reason for termination. Section 21 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 22 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 23 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 24 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 City of Federal Way Page 7 of 9 PTD0120 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. 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 underthe 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 25 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 state of Washington Thurston County Superior Court situated in Thurston County. Section 26 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 27 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. City of Federal Way Page 8 of 9 PTDO120 Section 28 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 29 Execution This AGREEMENT is executed by the Director of the Public Transportation Division, Washington State Department of Transportation, or the Directors designee, not as an individual incurring personal obligation and liability, but solely by, for, and on behalf of the Washington State Department of Transportation, in his/her capacity as Director of the Public Transportation Division. Section 30 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. IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT the day and year last signed below. WASHINGTON STATE CONTRACTOR DEPARTMENT OF TRANSPORTATION Brian Lagerberg, Director ut C3rfZed Representative Public Transportation Division AA Title PrintName. ..�..................... ......................................� Date Date APPROVED AS TO FORM BY: Susan Cruise Assistant Attorney General 9-18-2019 Date City of Federal Way Page 9 of 9 PTD0120