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AG 21-200 - WSDOTRETURN TO: PW ADMIN EXT: 2700 ID #: 4110 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIv: PUBLIC WORKS / Traffic 2. ORIGINATING STAFF PERSON: Anthony Avery EXT: 2747 3. DATE REQ. BA. 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 0 CONTRACT AMENDMENT (AG#): 21-200 ❑ INTERLOCAL E3 OTHER Amendment # 1 to WSDOT Agreement PTD0439 4. PROJECT NAME: Transportation Demand Management Implementation Agreement - Amendment 1 5. NAME OF CONTRACTOR: Washington State Department of Transportation ADDRESS: 310 Maple Park Ave SE - PO Box 47387 TELEPIIONE: 366-705-7875 E-MAIL: makhlof(MWsdot.Wa.goV FAX: SIGNATURE NAME: Firas Makhouf, Capital Promects & Funding Manager TITLE: 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS CFW LICENSE # _ BL, EXP. 12/31/ UBI # , EXP. 7. TERM: COMMENCEMENT DATE: July 1, 2021 COMPLETION DATE: June 30, 2023 8. TOTAL COMPENSATION: $ n/a - WSDOT will pay City (INCLUDE EXPENSES AND SALES TAX, IF ANY (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES I3 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: 13 YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED O PURCHASING: PLEASE CHARGE TO: N/a - They pay us 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 8 PROJECT MANAGER AA/01Jun2022 8 DIVISION MANAGER RAP 106 Jun 2022 8 DEPUTY DIRECTOR DSW 6ni22 8 DIRECTOR EJW 619i2022 ❑ RISK MANAGEMENT (IF APPLICABLE) 9 LAW DEPT KVA6/9/2022 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: I On DATE REC• D: v ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LlCtNSEN, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION 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 6 SIGNATORY (MAYOR OR DIRECTOR)s 7 ❑ CITY CLERK ❑ ASSIGNED AG # A 1- ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: EXECUTE" " ORIGINALS City signs first. "SIGN IN BLUE INK" (WSDOT PTD0439 agreement term from July 1, 2021 through June 30, 2023) adding $38.869. WSDOT will pay us this amount from July 1, 2021 - June, 2023. Original CTR Implementation Agreement with WSDOT under AG# 20-020. Closed PTDO120 in June 2021 and replaced with WSDOT Agreement PTD0439 (AG #21-200) 1/2020 Public Transportation Division 310 Maple Park Avenue S.E. Washington State P.O. Box 47387 �. Department of Transportation Olympia, WA 98504-7387 This is the FIRST AMENDMENT to AGREEMENT PTD0439 entered into between the Washington State Department of Transportation (hereinafter referred to as "WSDOT"), and the 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, both parties agree to amend AGREEMENT PTD0439 to: - Incorporate the approved Administrative Work Plan, as Exhibit I. - Update the RCW reference in the contract as follows: On pages 1 and 2 replace "RCW 70.94.521 through RCW 70.94.555" with "RCW 70A.15.4000 through RCW 70A.15.4110" On page 4 replace "RCW 70.94.544 and by ordinances adopted pursuant to RCW 70.94.527(5)" with "RCW 70A.15.4080 and by ordinances adopted pursuant to RCW 70A.15.4020(5)" NOW THEREFORE, the following AMENDMENTS are hereby incorporated into AGREEMENT PTD0439 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. Update the RCW references on pages 1, 2 and 4. 4. A copy of this AMENDMENT to the AGREEMENT PTD0439 shall be attached to and made a part of the original AGREEMENT. Any references to the "AGREEMENT" shall mean "AGREEMENT as amended." 5. 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. City of Federal Way Page 1 of 9 PTD0439-01 IN WITNESS WHEREOF, WSDOT hereto have executed this AMENDMENT the day and year last written below. WASHINGTON STATE CONTRACTOR DEPARTMENT OF TRANSPORTATION Digitally signed by Firas Makhlouf Date: 2022.06.21 r 13:39:17-07'00' Capital Projects & Funding Manager Authorized Representative Public Transportation Division Title Tl;nntt 4� 1 Print Name 06-21-2022 t111J)--;21 Date Date City of Federal Way Page 2 of 9 PTD0439-01 ORIGINAL IN WITNESS WHEREOF, WSDOT hereto have executed this AMENDMENT the day and year last written below. WASHINGTON STATE CONTRACTOR DEPARTMENT OF TRANSPORTATION Capital Projects & Funding ManagerAutharized Representative Public Transportation Division 41,�1'eAOL Title Ts;� 4;j� Print Name - t1110-.21 1 Date Date City of Federal Way Page 2 of 9 PTD0439-01 EXHIBIT 1 Commute Trip Reduction Administrative Work Plan 2021-2022 Agreement number: PTD0439 Organization: City of Federal Way Date: 10/27/2021 Effective July 1, 2021, King County Metro began the process of transitioning CTR work back to the City of Federal Way. As such, King County Metro will complete the Work Plan for the one- year transition period, July 1, 2021 through June 30, 2022 and leave a skeletal framework in place on the Work Plan for the remainder of the biennium, July 1, 2022 through June 30, 2023. On or around June 2022, the City of Federal Way will initiate the implementation of a new one- year agreement directly with WSDOT in order to receive the remaining funds for the biennium. At this time, the City of Federal Way will have the opportunity to identify changes, make clarifications to, and/or incorporate additions or deletions to the items listed below in the Work Plan. 1. Program administration Brief description Activities and Deliverables Administer the program to meet state and city planning and implementation objectives and requirements. King County Metro will train staff on the best practices for how to administer the program to meet the state and city planning and implementation objectives and requirements, in preparation for the City's assumption of CTR duties and responsibilities. Examples include: • Onboarding new sites. • Conducting customer satisfaction surveys. • Reviewing employer exemption requests. 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 citv Planninq and City of Federal Way PTD0439-01 Page 3 of 9 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. D. Provide historical CTR data and records as well as train staff on how to track data. Outputs may be dependent on the actions of Potential issues and risks external organizations or other external factors; unresponsive sites. 2. Employer program development, engagement, and marketing Brief description Ds Engage worksite ETCs with assistance, training, communications, resources, and information to operate successful programs_ King County Metro staff will provide training for City staff on best practices for engaging with employers. Examples include: Providing consultations. Developing a communications strategy. Providing training events. Developing tools or resources for employee transportation coordinators. Sharing promotional campaigns. • Sending educational mailers. A. Training: 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. City of Federal Way Page 4 of 9 PTD0439-01 Marketing Assistance: Assist ETCs with marketing of commute programs and ensure they meet their program information distribution requirements. 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. =ocused Promotions: Identify highly ;ongested employment areas, corridors, ndustries, and/or sites that have not nade progress toward goals for targeted )utreach. Actively work with ETCs to )romote alternatives to drive -alone ;ommuting at these locations or sites. ;For C and D, the number and :omposition of worksites for such shall be ietermined in consultation with city )roject manager, with larger worksites 3enerally receiving more focus and time :han smaller ones.) nformation Provision: Help ETCs become a major resource to their employees by )roviding them with up-to-date commute nformation, tools for communicating with employees, turnkey commuter )romotions, and opportunities to attend ietworking events. Send transportation -related news and announcements via email to all ETCs; ;oordinate and distribute electronic materials and information for promotions ;uch as Wheel Options and Bike Everywhere Month and Day; and schedule, promote, engage speakers, and nvite ETCs to employer network group meetings approximately 2-3 times per tear. Strategic Planning: Develop strategies to help ETCs communicate and promote their programs to employees and achieve success with their programs. Cing County Metro will provide training for :;ity staff on the best practices for Bngaging with employers as well as City of Federal Way Page 5 of 9 PTD0439-01 Potential issues and risks provide basic ETC trainings for City staff to u date and use. Sites are non -responsive or unable to make resource investments in program; ETCs are 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) Brief description Activities and Deliverables King County Metro staff will provide training for City staff on how to coordinate, track and notify employers to conduct the survey and program reporting requirements. Examples include: • Target percentage of surveys successfully completed. Increased response rates. Collecting complete program reports • Revising program report format. Assist site representatives with: A. Baseline survey and initial program development for new sites. B. Ongoing survey and program reporting for existing sites; and C. 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. D. Organize and send survey and 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 City of Federal Way Page 6 of 9 PTD0439-01 Potential issues and risks program reporting information to the city/state and worksite. Timely processing of survey and report data by WSDOT and accuracy of tools and data; unresponsive sites; ETC turnover. City of Federal Way PTD0439-01 Page 7 of 9 City of Federal Way Program Calendar This calendar is an informational tool for WSDOT staff. WSDOT staff understand that your calendar is subject to change as your program develops and adjusts to new circumstances. See page 1 of this Work Plan for additional clarification. July —Sept Programming 2021 Ongoing employer newsletter Program . 1:1 administration consultations Program Development: • WSRO annual conference Employer program development, engagement, and marketing Oct —Dec 2021 • Ongoing employer newsletter • 1:1 consultations Program Engagement: • Send letter to ETCs announcing CTR transition and new points of contact • Promote Wheel Options campaign • Preview announcemen t of spring CTR survey Jan —Mar 2022* • Ongoing employer newsletter • 1:1 consultations Program Development: • Work with ETCs to encourage them to hold events to promote commute options aligned with employee benefits fairs Encourage ETC's to update and distribute Transit Information (tied to spring service changes and improvements) • Initiate new/refresh ETC trainings using modules and/or meetings -- --_L Apr —Jun 2022* • Ongoing employer newsletter . 1:1 consultations Promote: • ETC Network Spring meeting • Bike Month (May) • Ride Transit Month (June) July —Sept 2022* Ongoing employer newsletter • 1:1 consultations Promote: • WSRO (advanced training) • Vanpool information (Wheel Options campaign preview) • Encourage ETC's to update and distribute Transit Information (tied to fall service changes and improvements) Oct —Dec 2022* Ongoing employer newsletter 1:1 consultatio ns Promote: • ETC Network Fall meeting • Wheel Options campaign promotion Jan —Mar 2023* • Ongoing employer newsletter • 1:1 consultations Encourage: ■ ETC's to update and distribute Information Distribution pieces • Hold events to promote commute options aligned with employee benefits fairs Apr —June 2023* Ongoing employer newsletter 1:1 consultation s Promote. • ETC Network Spring meeting • Bike Month (May) • Ride Transit Month (June) City of Federal Way PTD0439-01 Page 8 of 9 Programming Program measurement and reporting July —Sept Oct —Dec 2021 1 2021 Jan —Mar 2022* Apr —Jun 2022* • Set up CTR Conduct CTR measurement measurement survey survey process, process; verify collect surveys site details and and submit to contacts WSDOT. (January) • Provide all applicable training related to survey measurement (February) • Prepare survey notifications and survey response forms to deliver to worksites 45 days in advance of March survey. • Conduct CTR measurement survey process, collect surveys and submit to WSDOT. (Begin in March.) July —Sept Oct —Dec 2022* 2022* • CTR surveys results review with ETCs and analysis for program recommenda- tions and improvements. *Content identified in these areas is hypothetical only and will be determined by the jurisdiction at the appropriate time. Jan —Mar 2023* Apr —June 2023* ■ Set up • Conduct program CTR report measureme process; nt survey verify site process, details and collect contacts surveys and (January) submit to • Provide all WSDOT. applicable • Review and training approve related to CTR survey program measuremen reports (May t (February) and June.) • Prepare program report process — notifications to worksites 45 days in advance of March program reporting. • Conduct program report survey process, collect surveys and send to WSDOT. (Begin in March.) City of Federal Way PTD0439-01 Page 9 of 9 RETURN TO: PW ADMIN EXT: 2700 ID #: 4011 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIv: PUBLIC WORKS / Traffic 2. ORIGINATING STAFF PERSON: Sarady Long EXT: 2743 _ 3. DATE REQ. i:l : 3. TYPE OF DOCUMENT (CHECK ONE): O 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 ❑ INTERLOCAL ❑ OTHER " W8fP4W0 _i CTR Implementation Agreement with WSDOT 4. PROJECT NAME: Transportation Demand Management Implementation Agreement 5. NAME OF CONTRACTOR: WSDOT ADDRESS: 310 Maole Park Ave SE - P.O. Box 47387 TELEPHONE: 206.464.1191 E-MAIL: GHQSHM0ia7WSD0T.wa.aov FAX: SIGNATuRENAME: Brian Lacierbera TITLE: Director of Trails ortat' 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: 07/01 /21 COMPLETION DATE:- � �� Jyr 8. TOTAL COMPENSATION: $ N/A - WSDOT pays city (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 RETAINAGE: RETAINAGE AMOUNT: ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY a RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: They pay us - 101-0000-000-334-03-060 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED 8 PROJECT MANAGER SL / 05Nov2021 8 DIVISION MANAGER RAP / 10 Nov 2021 8 DEPUTY DIRECTOR DSW 11n6/21 6 DIRECTOR DSW 12i2m ❑ RISK MANAGEMENT (IF APPLICABLE) 8 LAW DEPT KVA 121212021 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: SCHEDULED COUNCIL DATE: 11. CONTRACT SIGNATURE ROUTING INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC, D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION 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 ❑ LA« D P i 5 c; •.:'. r::l (MAYOR OR DIRECTOR) it.. it :) AG # COMMENTS: FN'ECIITE" I " ORIGINALS City signs first. SIGN IN BLUE INK. �.4K'f fI-VA- 1 1 Amendment to AG20-020 (WSDOT PTDO120 agreement term from July 1, 2019 through June 30, 2023) adding $38,869. WSDOT will pay us this amount from July 1, 2021 - June, 2023. Also, WSDOT has renamed their agreement from PTTD013 to PTD0439. I/2020 This is actually a new agreement, PTD0439. WSDOT Agreement PTDO120 was closed 6/30/21. Please see AG# 20-020 for original 2019-2023 TDM/CTR Implementation Agreement PTDO120 and WSDOT Closure Letter. M Washington State Public Transportation Division APDepartment of Transportation 310 Maple Park Avenue S.E. #� P.O. Box 47387 Olympia, WA 98504-7387 WSDOT Contact: Monica Ghosh 206-464-1191 GhoshMo wsdot wa. ov Transportation Demand Management Implementation Agreement Agreement Number PTDO439 Contractor. City of Federal Way 33325 8th Avenue S., Federal Way, WA 98063 1 Contact: Sarady Long 253-835-2743 Term of Project July 1, 2021 through June 30, 2023 UPIN PTTDO13 Vendor# SW00159570 0 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 2021, Chapter 333 Section 220 authorizes funding for Public Transportation Programs and other special proviso funding as identified in the budget through its 2021-2023 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 Total Project Cost $ 38,869 $ - $ 38,869 Budget: Current Funds reflect total funding appropnated by the washrngton Stare Legisiarure for the Project in the 2021-2023 biennium. City of Federal Way Page 1 of 9 PTDO439 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 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:Ywww.fhwa. dot. _gov/construction/cgit/form I273.cfm, and any amendments/revisions thereto; and/or the Federal Transit Administration Master Agreement 23, which may be found here, httgs //vvwyy transit dotgov/funding/grantee-resources/sample-fta-agreements/fta-_gr_ant agreements. 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 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 PTD0439 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 iri 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. 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 or as requested by WSDOT. Due to Legislative and WSDOT reporting requirements, any required quarterly progress reports shall be submitted for City of Federal Way Page 3 of 9 PTDO439 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 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. 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 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. City of Federal Way Page 4 of 9 PTD0439 Section 17 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, 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 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. B. Performance During Dispute. Unless otherwise directed by WSDOT, the CONTRACTOR shall continue performance under this AGREEMENT while matters in dispute are being resolved. City of Federal Way Page 5 of 9 PTD0439 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. 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. City of Federal Way Page 6 of 9 PTD0439 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 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 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 City of Federal Way Page 7 of 9 PTD0439 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 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 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 Superior Court of the State of Washington 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. 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. City of Federal Way Page 8 of 9 PTD0439 Section 29 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 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 DEPARTMENT OF TRANSPORTATION Digitally signed by Firas Makhlouf ` Date: 2021.12.14 09:5138-08'nn' For Brian Lagerberg, Director Public Transportation Division CONTRACTOR Voridpresentative eOO2 /,o>. _ Title IF u3+ rr �;:r Print Name 12-14-2021 ) 2�; /9-1 Date Date City of Federal Way PTD0439 Page 9 of 9 ORIGINAL. Section 29 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 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 on d Representative Public Transportation Division Title ev% �- r y-e,-/ Print Name ) 2h /2-1 Date Date City of Federal Way Page 9 of 9 PTD0439