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PD17-466 - Original - Washington Traffic Safety Commission (WTSC) - 2017-2020 Target Zero Manager - 10/10/2017
Records /i NT d1 Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Washington Traffic Safety Commission Vendor Number: JD Edwards Number Contract Number: PP it "�� This is assigned by City Clerk's Office Project Name: 2017 - 2020 Target Zero Manager Contract Description: x Interlocal Agreement ❑ Change Order ❑ Amendment x Contract Other: Contract Effective Date: 10/1/17 Termination Date: 9/30/2020 Contract Renewal Notice (Days): N/A Number of days required notice for termination or renewal or amendment Contract Manager: Sara Wood Department: Police Contract Amount: $193,500 Approval Authority: ❑ Department Director ® Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): Funding from the Washington Traffic Safety Commission to the Kent Police Department for funding of the South King County Target Zero Manager position. As of: 08/27/14 RECEIVED CONTRACT FOR SERVICES rY¢;q VkC r BETWEEN THE *„M WASHINGTON TRAFFIC SAFETY COMMISSION AND KENT POLICE DEPARTMENT THIS CONTRACT is made and entered into by and between the Washington Traffic Safety Commission, hereinafter referred to as"WTSC," and KENT POLICE DEPARTMENT, hereinafter referred to as "CONTRACTOR." CONTRACTOR contact info: Name: Kenneth E. Thomas, Chief of Police Address: 220 4th Avenue South, Kent, WA 98032 Phone 253-856-5890 Email: kthcmas@kentwa.gov NOW THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the Parties mutually agree as follows: 1. THE PURPOSE OF THIS CONTRACT The purpose of this Contract is to provide funding, provided by state appropriations, for work to be accomplished under traffic safety grant project TZM20 - 8. The Region 8 Target Zero Manager is responsible for the development, implementation, and overall management of local traffic safety programs in southern King County. The TZM will monitor federal and state funded traffic safety projects throughout Region 8 and collaborate with a diverse team of private, public, and non-profit stakeholders to effectively carry out proven strategies to reduce vehicular fatalities and serious injuries, They work closely with peers in analyzing complex problems and developing innovative solutions. Examples of their work include: • Coordinate public outreach and law enforcement patrols • Give presentations at city council meetings to provide city leaders with traffic safety data and information about local projects to address identified needs. • Facilitate a task force focused on traffic safety in the region, bringing together representatives from law enforcement and other stakeholder groups. • Manage federal and state grant funding for traffic safety projects. Total award amount for FFY2018 - FFY2020: $193,50C. 2. PERIOD OF PERFORMANCE The period of performance of this Contract shall commence upon the date of execution by both Parties or October, 1, 2017, whichever is later, and remain in effect until September 30, 2020, unless terminated sooner, as provided herein. 3. STATEMENT OF WORK The CONTRACTOR shall carry out the provisions of the Contract described here as the Statement of Work (SOW): Page 1 of 15 I This contract will require the CONTRACTOR'S level of effort to be at a minimum of 30 hours per week, The following set of core tasks are required and will support the CONTRACTOR in expanding the scope of work as described below. I Core Tasks a. Support traffic safety task force activities in Region 8. L Plan and Conduct monthly or quarterly task force meetings_ ii, Maintain task force membership and develop new partnerships with local/regional/tribal stakeholders. This should include representatives from private, non-profit, and governmental entities, as well as community volunteers iii. Develop and update annually a plan that includes a selection of issues that the task force has identified as priorities and countermeasure strategies that will be followed to address them. iv. Utilize the county or regional Law Enforcement Liaison in supporting task force priorities v, Participate in the planning of one recognition event or process per year to recognize people in the region who are selected by the task force for a traffic safety award, b. Coordinate High Visibility Enforcement and Media Campaigns i. Determine funding amounts for each participating law enforcement agency. ii. Create and submit signed interagency agreements for each participating law enforcement agency. ill. Monitor interagency agreements for budget and performance iv. Assist in the development and distribution of news releases and other strategies to educate the public about enforcement activities. v. Conduct community outreach one week prior and during the statewide campaigns, vi. Develop High Visibility Enforcement and Media enforcement plans quarterly. vii. Develop localized media creative to support High Visibility Enforcement and patrols(not required for all enforcement activities). 1'I Community Outreach and Engagement a, Generate awareness and news media around Target Zero Plan priorities. b, Create unpaid media opportunities via social media, web, print, radio, and other media formats c, Submit, with the support of the AGENCY, at least 1 letter to the editor article about a traffic safety issue to local newspapers per year in Region 8. d. Conduct at least 2 presentations per quarter to community leadership groups to increase awareness of local traffic safety issues. Potential audiences include community coalitions, civic groups, PTAs, employers, task force agencies, local government meetings, etc. e. Conduct at least 1 victim dedication event in your region per calendar year. III Local Needs Assessment a. The CONTRACTOR, using Washington's Strategic Highway Safety Plan: Target Zero© and input from community stakeholders, will conduct a needs assessment and identify traffic safety priorities for Region 8. The CONTRACTOR will use this information to develop deliverables to be proposed as additions to the scope of work for this contract. The CONTRACTOR will submit a proposal detailing this information to the RFP Coordinator by January 31, 2018 for review and approval. Page 2 of 15 I IV- Attend training or conference events as required by the WTSC 3.t Lfi q§TOt!E§ A D.DCLIIVERABL.ES The CONTRACTOR shall meet the milestones and make the deliverables as set forth in this section __.. W......._ ,._.._................_,. _ _ Milestone OR Deliverable Description Completed by Date '_ ._... _.,._ ...... Develop or update a plan that includes a selection of issues that the regional task force has identified as priorities and countermeasure strategies that will be followed to address them 03/31/2018 _............._......... Complete a traffic safety needs assessment for the assigned region. 01131/2018 Facilitate traffic safety task force meetings at least quarterly, 09/30/2018 Assist law enforcement agencies with WEMS implementation of HVE and other grants 0 913 0/2 01 8 ..._.__._. ....... _._... .... __.. ._ ...... ._ _....._-___ Conduct at least 2 presentations per quarter to leadership groups in the region. 0 9130/20 1 8 Conduct at least 1 event that is dedicated to a victim of a traffic safety crash 09/3 012 0 1 8 ..._...... - ..., -.------ ..�_,. .._._.._. - -- .................,... Generate or support public outreach efforts through social media, web print, radio, or other media formats 09/30/2018 _ ..._._..................... Support the recognition of law enforcement officers in the assigned region that perform at high levels at traffic safety enforcement and outreach. 09/30/2018 3.2 COMPENSATION The cost of accomplishing the work described in the SOW will not exceed $193,500 Payment for satisfactory performance of the work shall not exceed this amount unless the Parties mutually agree to a higher amount in a written Amendment to this Contract executed by both Parties. 3.3 SUMMARY OF CONTRACT COSTS The costs for the work under the SOW to be provided by the CONTRACTOR or CONTRACTOR'S SUB-CONTRACTOR areas shown in the table below. Funding for this contract will be divided equally in 3 periods. Funds expire at the end of each period on September 30. _... w_.. _ .... .... ._...._. Salaries and Benefits Total ..m_ _... Year 1 Oct 1 2017 -Sept 30 2018 $64,500 $64 500 Year 2 Oct 1 2018- Sept 30, 2019 $64.500 $64 500 Year 3 Oct 1 2019-Sept 30, 2020 $64 500 $64 500 Total for 3 year Contract $193.500 $193 500 Page 3 of 15 4. DEFINITIONS: 4.1 As used throughout this Contract, the following terms shall have the meaning set forth below: 4 1.1 "WTSC" shall mean the Washington Traffic Safety Commission of the state of Washington. any division, section, office, unit, or other entity of the WTSC, or any of the officers or other officia s lawfully representing that WTSC. 4.1.2 "AGENT" shall mean the VVTSC Director and/or the delegate authorized in writing to act on the Director's behalf, 4.1.3. ''CONTRACTOR"shall mean the firm, provider, organization, individual, or other entity performing services under this Contract, and shall include all employees of the CONTRACTOR. 4,1.4. "SUB-CONTRACTOR" shall mean one not in the employment of the CONTRACTOR, who is performing all or part of those services under this Contract or under a separate Contract with the CONTRACTOR, The terms "SUB-CONTRACTOR" and "SUB-CONTRACTORS" means SUB- CONTRACTOR in any tier. APPLICABLE STATE AND FEDERAL TERMS AND CONDITIONS! 5. ACTIVITY REPORTS 5.1. The CONTRACTOR agrees to submit monthly activity reports to WTSC using a format agreed upon by both Parties. Contents of the report shall include at a minimum: 5.1.1. Tasks accomplished in the reporting period. 5.1 2 Tasks planned for the upcoming reporting period. 5.1.3. Description of all problems found and/or corrected, and steps taken to avoid similar problems in the future. S. .ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this Contract shall be made by the WTSC. T. AGREEMENT ALTERATIONS AND AMENDMENTS This Contract may be amended by mutual agreement of the Parties in the form of a written Amendment to this Contract. Such amendments shall only be binding if they are in writing and signed by personnel authorized to bind each of the Parties, S. ALL.W RI ING'S CONTAINED HEREIN This Contract contains all the terms and conditions agreed upon by the Parties. No other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the Parties hereto. 9. ASSIGNMENT The CONTRACTOR may not assign the work to be provided under this Contract, in whole or in part, without the express prior written consent of the WTSC, which consent shall not be unreasonably withheld. The CONTRACTOR shall provide the WTSC a copy of all third-party contracts and agreements entered into for purposes of fulfilling the SOW. Such third-party contracts and agreements must follow applicable federal, state, and local law, including but not limited to procurement law, rules, and procedures, f any of the funds provided under this Contract include funds from NHTSA, such third- party contracts and agreements must include the federal provisions set forth in this Contract in sections 35 through 43. Page 4 of 15 10. ATTORNEYS' FEES In the evert of litigation or other action brought to enforce the Contract terms, each Party agrees to bear its own attorney fees and costs. 11. BILLING PROCEDURE The CONTRACTOR shall submit monthly invoices for reimbursement to WTSC with supporting documentation as WTSC shall require, All invoices for reimbursement shall be submitted using a standard Form A-19 provided by WTSO or its pre-approved equivalent. Payment to the CONTRACTOR for approved and completed work will be made by warrant or account transfer by VVTSC within 30 days of receipt of such properly documented invoices acceptable to VVTSC. Upon expiration of the Contract, any claim for payment not already made shall be submitted within 45 days after the expiration date of this Contract, All invoices for goods received or services performed on or prior to June 30, 2018, must be received by WTSC no later than August 10, 2018, All invoices for goods received or services performed between July 1, 2018, and September 30, 2018, must be received by WTSC no later than November 15, 2018. 12. CONFIDENTIALITY I SAFEGUARDING OF INFORMATION The CONTRACTOR shall not use or disclose any information concerning the WTSC, or information which may be classified as confidential, for any purpose not directly connected with the administration of this Contract, except with prior written consent of the WTSC, or as may be required by law, 13. COVENANT AGAINST CONTINGENT FEES The CONTRACTOR warrants that it has not paid, and agrees not to pay, any bonus, commission, brokerage, or contingent fee to solicit or secure this Contract or to obtain approval of any application for federal financial assistance for this Contract. The VVTSC shall have the right, in the event of breach of this section by the CONTRACTOR, to annul this Contract without liability. 14. DISPUTES 14 1. Except as otherwise provided in this Contract, when a dispute arises between the Parties and it cannot be resolved by direct negotiation, either Party may request a dispute review by the AGENT. 14.2. The request for a dispute review("Requestor's Statement") must 14.2.1. Be in writing. 14 2.2. State the disputed issue(s). 14.2.3. State the relative positions of the requester's Party. 14.2.4. State the Designated Contact's name, address, and telephone number. 14.2.5, Be submitted by mail or electronic correspondence (email) to the AGENT and the other Party's Designated Contact within three working days after the Parties agree that they cannot resolve the dispute_ 14.3 Within five working days after receipt of the Requestor's Statement, the other Party's Designated Contact shall send a written response to the Requester's Statement to both the AGENT and the requester_ 14.4, The AGENT shall review the written statements and provide a resolution reply in writing to both Parties within 10 working days after receiving the second Party's written response. The AGENT may extend this period if necessary to allow more time for review or to collect more information from the Parties by notifying both Parties. 14.5. The Parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. Page 5 of 15 14 6- Noth ng in this Contract shall be construed to limit the Parties' choice of a mutually-acceptable alternate dispute resolution method in addition to or in lieu of the dispute resolution procedure outlined above. 15. GOVERNANCE 15.1, This Contract is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws The provisions of this Contract shall be construed to conform to those laws. 15.2 In the event of an inconsistency in the terms of this Contract, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order. 15.2.1 Applicable federal and state statutes and rules 15 2.2 Terms and Conditions of this Contract 1523. Any Amendment executed ,ender this Contract 15.2.4. Any SOW executed under this Contract 15.2.5, Any other provisions of the Contract, including materials incorporated by reference 16. INDEMNIFICATION 16 1 To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the WTSC, its officers, employees, and agents, and process and defend at its own expense any and all claims, demands, suits at law or equity, actions, penalties, losses, damages" or costs of whatsoever kind ("claims") brought against WTSC arising out of or in connection with this Contract and/or the CONTRACTOR'S performance or failure to perform any aspect of the Contract. This indemnity provision applies to all claims against WTSC, its officers, employees, and agents arising out of, in connection with, or incident to the acts or omissions of the CONTRACTOR, its officers, employees, agents, and subcontractors. Provided, however, that nothing herein shall require the CONTRACTOR to indemnify and hold harmless or defend the WTSC, its agents, employees, or officers to the extent that claims are caused by the negligent acts or omissions of the WTSC, its officers, employees or agents, and provided further that if such claims result from the concurrent negligence of(a)the CONTRACTOR, its officers, employees, agents, or subcontractors, and (b) the WTSC, its officers, employees, or agents, or involves those actions covered by RCW 424.115, the indemnity provisions provided herein shall be valid and enforceable only to the extent of the negligence of the CONTRACTOR, its officers, employees, agents, or subcontractors. 16.2 The CONTRACTOR waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend, and hold harmless the WTSC, its officers, employees, or agents. 16 3 The indemnification and hold harmless provision shall survive termination of this Contract. 17,._INDEPENDENT CAPACITY The Parties intend that an independent contractor relationship will be created by this Contract. The CONTRACTOR and his or her employees or agents performing under this Contract are not employees or agents of the WTSC, The CONTRACTOR will not hold himself/herself out as or claim to be an officer or employee of the WTSC or of the state of Washington by reason hereof, nor will the CONTRACTOR make any claim of right, privilege, or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with the CONTRACTOR. 18. INSURANCE COVERAGE 18.1 The CONTRACTOR shall comply with the provisions of Title 51 RCW, Industrial insurance, if required by law. Page 6 of 15 18.2, If the CONTRACTOR Is not required to maintain insurance in accordance with Title 51 RCW, prior to the start of any performance of work under this Contract, the CONTRACTOR shall provide WTSC with proof of insurance coverage (e,g., vehicle liability insurance, private property liability insurance, or commercial property liability insurance) as determined appropriate by WTSC, which protects the CONTRACTOR and WTSC from risks associated with executing the SOW associated with this Contract, 18. LICENSING ACCREDITAT[ON AND RECs]'ST'RATION The CONTRACTOR shall comply with all applicable local, state, and federal licensing, accreditation, and registration requirements/standards necessary for the performance of this Contract. The CONTRACTOR shall complete registration with the Washington State Department of Revenue, if required, and be responsible for payment of all taxes due on payments made under this Contract. 20'. OVRPAYIViENTS AND ASSERTION OP LIEN In the event that the VVTSC determines that overpayments or erroneous payments were made to the CONTRACTOR under this Contract, the VVTSC may secure repayment plus interest, if any, through the filing of a lien against the CONTRACTOR's real property or by requiring the posting of a bond, assignment of deposit, or some other form of security acceptable to the VVTSC, or by doing both. 21. PRIVACY 21.1. Personal information including, but not limited to, "Protected Health Information," collected, used, or acquired in connection with this Contract shall be protected against unauthorized use, disclosure, modification, or loss. CONTRACTOR shall ensure its directors, officers, employees, sub-contractors, or agents use personal information solely for the purposes of accomplishing the services set forth herein. CONTRACTOR agrees not to, and will ensure that its sub-contractor's do not, release, divulge, publish, transfer, sell, or otherwise make known to unauthorized persons personal information without the express written consent of the VVTSC, or as otherwise required by law, including as required under RCW 42.56 Public Records Act. 21,2. Any breach of this section may result in termination of the Contract and the demand for return of all personal information. The CONTRACTOR agrees to indemnify and hold harmless the WTSC for any damages related to the CONTRACTOR'S unauthorized use of personal information. 22. PUBLICITY The CONTRACTOR agrees to submit to the VVTSC all advertising and publicity matters relating to this Contract wherein the VVTSC's name is mentioned or language used from which the connection of the VVTSC'S name may, in the WTSC'S judgment, be inferred or implied. The CONTRACTOR agrees not to publish or use such advertising and publicity matters without the prior written consent of the VVTSC. 23. RECORDS MAINTENANCE 23 1. During the term of this Contract and for six years thereafter, the CONTRACTOR shall maintain books, records, documents, and other evidence that sufficiently and properly reflect all direct and indirect costs expended in the performance of the services described herein. These records shall be subject to inspection, review, or audit by authorized personnel of the WTSC, the Office of the State Auditor, and federal officials so authorized by law. All books, records, documents, and other material relevant to this Contract will be retained for six years after expiration. The Office of the State Auditor, federal auditors, the WTSC, and any duty authorized representatives shall have full access and the right to examine any of these materials during this period, 23.2, If any litigation, claim, or audit is started before the expiration of the six year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved, Page 7 of 15 24- RIGHT of INSPCCTION The CONTRACTOR shall provide right of access to its facilities to the WTSC or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Contract, The CONTRACTOR shall make available information necessary for WTSC to comply with the right to access, amend, and receive an accounting of disclosures of their Personal Information according to the Health Insurance Portability and Accountability Act of 1996 (HIPAA)or any regulations enacted or revised pursuant to the HIPAA provisions and applicable provisions of Washington State law. The CONTRACTOR shall upon request make available to the WTSC and the U.S. Secretary of the Department of Health and Human Services all internal policies and procedures, books, and records relating to the safeguarding, use, and disclosure of Personal Information obtained or used as a result of this Contract_ 25. RfGHTS IN DATA, 25 1 WTSC and CONTRACTOR agree that all data and work products (collectively called"Work Product") pursuant to this Contract shall be considered works made for bare tinder the U.S. Copyright Act, 17 USC §101 et seq., and shall be owned by the state of Washington. Work Product includes, but is riot limited to, reports, documents, pamphlets, advertisement, books, magazines, surveys, studies, computer programs, films, tapes, sound reproductions, designs, plans, diagrams, drawings, software, and/or databases to the extent provided by law. Ownership includes the right to copyright, register the copyright, distribute, prepare derivative works, publicly perform, publicly display, and the ability to otherwise use and transfer these rights. 25.2. If for any reason the Work Product would not be considered a work made for hire under applicable law, the CONTRACTOR assigns and transfers to WTSC the entire right, title, and interest in and to all rights in the Work Product and any registrations and copyright applications relating thereto and any renewals and extensions thereof. 25.3, For Work Product delivered under the Contract that incorporates pre-existing materials not produced under the Contract, CONTRACTOR hereby grants to the WTSC a nonexclusive, royalty-free, irrevocable license in such materials to translate" reproduce, distribute, prepare derivative works, publicly perform, publicly display, sub-license to others, and otherwise use such materials, The CONTRACTOR warrants and represents that CONTRACTOR has all rights and permissions, including intellectual property rights, moral rights, and rights of publicity, necessary to grant such a license to the WTSC. The WTSC shall have the right to modify or remove any restrictive markings placed upon the data by the CONTRACTOR. 25.4. The CONTRACTOR shall provide WTSC prompt written notice of each notice or claim of infringement received by the CONTRACTOR with respect to any Work product delivered under this Contract. 25.5. The CONTRACTOR may publish, at its own expense, the results of project activities without prior review by the WTSC, provided that any publications, including written visual, or sound„ contain acknowledgment of the support provided by NHTSA and the WTSC The CONTRACTOR shall disclose any discovery or invention derived from work performed under this project within a reasonable time after it is made to the WTSC, who will determine through NHTSA whether NHTSA or WTSC will seek patent protections pursuant to Title 35 USC, how any rights will be administered, and other actions required to protect the public interest. 26. S"INGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to completion of the SOW under this Contract, the WTSC may terminate the Contract under the "TERMINATION FOR CONVENIENCE" clause, without Page 8 of 15 the 30 day notice requirement. The Contract is then subject to renegotiation at the WTSC's discretion under any new funding limitations or conditions_ 27. SEVERABILITY If any provision of this Contract or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Contract which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this Contract, and to this end the provisions of this Contract are declared to be severable, 28. SITE SECURITY While on WTSC premises, the CONTRACTOR, its agents, employees, or sub-contractors shall conform in all respects with all WTSC physical, fire, or other security policies or applicable regulations, 29. TAXES All payments of payroll taxes, unemployment contributions, any other taxes, insurance, or other such expenses for the CONTRACTOR or its staff shall be the sole responsibility of the CONTRACTOR. 30.TERMINATION FOR CAUSE If the CONTRACTOR does not fulfill in a timely and proper manner its obligations under this Contract or violates any of these terms and conditions, the WTSC will give the CONTRACTOR written notice of such failure or violation, and may terminate this Contract immediately. At the WTSC's discretion, the CONTRACTOR may be given 15 days to correct the violation or failure. In the event that the CONTRACTOR is given the opportunity to correct the violation and the violation is not corrected within the 15-day period, this Contract may be terminated at the end of that period by written notice of the WTSC. 31. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Contract, either Party may terminate this Contract, without cause or reason, with 30 days written notice to the other Party. If this Contract is so terminated, the WTSC shall be liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective date of termination, 32, TERMINATION PROCEDURF�S 32.1. Upon termination of this Contract, the WTSC, in addition to any other rights provided in this Contract, may require the CONTRACTOR to deliver to the WTSC any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of the 'TREATMENT OF ASSETS"clause shall apply in such property transfer. 32,2. The WTSC shall pay the CONTRACTOR the agreed-upon price, if separately stated, for completed work and services accepted by the WTSC, and the amount agreed upon by the CONTRACTOR and the WTSC for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, if appropriate, (iii) other property or services that are accepted by the WTSC, and (iv) the protection and preservation of property, unless the termination is for default or for cause, in which case the AGENT shall determine the extent of the liability of the WTSC. Failure to agree with such determination shall be a dispute within the meaning of the "DISPUTES" clause of this Contract, The WTSC may withhold from any amounts due the CONTRACTOR such sum as the AGENT determines to be necessary to protect the WTSC against potential loss or liability, 32.3, The rights and remedies of the WTSC provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract, Page 9 of 15 i 32.4. After receipt of a notice of termination, and except as otherwise directed by the AGENT, the CONTRACTOR shall; 32.4,1, Stop work under the Contract on the date, and to the extent specified, in the notice. 32,4.2. Place no further orders or sub-contracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract that is not terminated. 34.4.3, Assign to the VVTSC, in the manner, at the times, and to the extent directed by the AGENT, all of the rights, title, and interest of the CONTRACTOR under the orders and sub-contracts so terminated, in which case the WTSC has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and sub-contracts 32 4,4 Resolve all outstanding liabilities and all claims arising out of such termination of orders and sub-contracts, with the approval or ratification of the AGENT to the extent AGENT may require, which approval or ratification shall be final for all the purposes of this clause. 32A.5, Transfer title to the VVTSC and deliver in the manner, at the times, and to the extent directed by the AGENT any property which, if the Contract had been completed„ would have been required to be furnished to the WTSC 32A 6. Complete performance of any such part of the work as shall not have been terminated by the AGENT. 32.4.7. Take such action as may be necessary, or as the AGENT may direct, for the protection and preservation of the property related to this Contract,which is in the possession of the CONTRACTOR and in which the VVTSC has or may acquire an interest. 33. TREATMENT OF ASSETS 33.1. Title to all property furnished by the VVTSC shall remain property of the WTSC. Title to all property furnished by the CONTRACTOR for the cost of which the CONTRACTOR is entitled to be reimbursed as a direct Item of cast under this Contract shall pass to and vest in the VVTSC upon delivery of such property by the CONTRACTOR. Title to other property, the cost of which is reimbursable to the CONTRACTOR under this Contract, shall pass to and vest in the WTSC upon (1) issuance for use of such property in the performance of this Contract, or(it) commencement of use of such property in the performance of this Contract, or(iii) reimbursement of the cost thereof by the WTSC in whole or in part, whichever first occurs. 33.2. Any property of the VVTSC furnished to the CONTRACTOR shall, unless otherwise provided herein or approved by the VVTSC be used only for the performance of this Contract. 33.3. The CONTRACTOR shall be responsible for any loss or damage to property of the WTSC which results from the negligence of the CONTRACTOR or which results from the failure on the part of the CONTRACTOR to maintain and administer that property in accordance with sound management practices. 33.4, If any VVTSC property is lost, destroyed, or damaged, the CONTRACTOR shall immediately notify the VVTSC and shall take all reasonable steps to protect the property from further damage 33,5. The CONTRACTOR shall surrender to the VVTSC all property of the WTSC upon completion, termination, or cancellation of this Contract. 33.6 All reference to the CONTRACTOR under this clause shall also include CONTRACTOR's employees, agents, or sub-contractors. Page 10 of 15 34, WAIVER A failure by either Party to exercise its rights under this Contract shall not preclude that Party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Contract. APPLICABLE CERTIFICATIONS AND ASSURANCES FOR HIGHWAY SAFETY GRANTS (23 CFR PART 1300 APPENDIX A): 35. BUY AMERICA ACT The CONTRACTOR will comply with the Buy America requirement (23 U.S.C. 313) when purchasing items using federal funds, Buy America requires the CONTRACTOR to purchase only steel, iron, and manufactured products produced in the United States, unless the Secretary of Transportation determines that such domestically produced items would be inconsistent with the public interest, that such materials are not reasonably available and of a satisfactory quality, or that inclusion of domestic materials will increase the cost of the overall project contract by more than 25 percent. In order to use federal funds to purchase foreign produced items, the WTSC must submit a waiver request that provides an adequate basis and justification, and which is approved by the Secretary of Transportation. 36. DEBARMENT AND SUSPENSION Instructions for Lower Tier Certification 36.1, By signing this Contract, the CONTRACTOR (hereinafter in this section referred to as the "lower tier participant') is providing the certification set out below and agrees to comply with the requirements of 2 CFR part 180 and 23 Cl part 1300. 36.2. The certification in this section is a material representation of fact upon which reliance was placed when this transaction was entered into, If it Is later determined that the lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment 36,3. The lower tier participant shall provide immediate written notice to the VVTSC if at any time the lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 36,4. The terms covered transaction, debarment, suspension, ineligible, lower tier, participant, person, primary tier, principal, and voluntarily excluded, as used in this clause, have the meanings set out in the Definitions and Covered Transactions sections of 2 CFR pars 180, 36.5. The lower tier participant agrees by signing this Contract that it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by NHTSA. 36.6, The lower tier participant further agrees by signing this Contract that it will include the clause titled "Instructions for Lower Tier Certification" including the"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions, and will require lower tier participants to comply with 2 CFR part 180 and 23 CFR part 1300. 36,7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows Page 11 of 15 that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals Each participant may but is not required to, check the List of Parties Excluded from Federal Procurement and Non-procurement Programs. 36.8 Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 36 9. Except for transactions authorized under paragraph 36.5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, the department or agency with which this transaction originated may disallow costs, annul or terminate the transaction, issue a stop work order, debar or suspend you, or take other remedies as appropriate. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions 36,10. The lower tier participant certifies, by signing this Contract, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. 36.11. Where the lower tier participant is unable to certify to any of the statements in this certification, such participant shall attach an explanation to this Contract. 37. THE DRUG-FREE WORKPLACE ACT OF 1988 41 U.S.C. 8103 37.1, The CONTRACTOR shall 37 1.1 Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace, and shall specify the actions that will be taken against employees for violation of such prohibition. 37,1.2. Establish a drug-free awareness program to inform employees about the dangers of drug abuse in the workplace, the CONTRACTOR'S policy of maintaining a drug-free workplace; any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug violations occurring in the workplace 37.1,3, Make it a requirement that each employee engaged in the performance of the grant be given a copy of the statement required by paragraph 37.1.1 of this section. 37,1.4. Notify the employee in the statement required by paragraph 37.1.1 of this section that, as a condition of employment under the grant, the employee will abide by the terms of the statement, notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction, and notify the WTSC within 10 days after receiving notice from an employee or otherwise receiving actual notice of such conviction. 37-1.5. Take one of the following actions within 30 days of receiving notice under paragraph 37.1.3. of this section, with respect to any employee who is se convicted: take appropriate personnel action against such an employee, up to and including termination, and/or require such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state, or local health, law enforcement, or other appropriate agency, Page 12 of 15 37.1 6 Make a good faith effort to continue to maintain a drug-free workplace through implementation of all of the paragraphs above. 38 FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY AC'T frFX A7 In accordance with FFATA, the CONTRACTOR shall, upon request, provide WTSC the names and total compensation of the five most highly compensated officers of the entity. if the entity in the preceding fiscal year received 8C percent or more of its annual gross revenues in federal awards, received $25,000,000 or more in annual gross revenues from federal awards, and if the public does not have access to information about the compensation of the senior executives of the entity through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 or section 6104 of the Internal Revenue Code of 1986. 39. FEDERAL LOBBYING 39.1. The undersigned certifies, to the best of his or her knowledge and belief, that: 39.1,1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 39,1.2 If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying, in accordance with its instructions, 39.1.3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including sub-contracts, sub-grants, and contracts under grant, loans, and cooperative agreements), and that all sub-recipients shall certify and disclose accordingly. 39.2. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 40, NONDISCRIMINATION 40.1 During the performance of this Contract, the CONTRACTOR agrees 40.1.1. To comply with all federal nondiscrimination laws and regulations, as may be amended from time to time. 40.1,2. Not to participate directly or indirectly in the discrimination prohibited by any federal non- discrimination law or regulation, as set forth in Appendix B of 49 CFR Part 21 and herein. 40.1.3- To permit access to its books, records, accounts, other sources of information, and its facilities as required by the WTSC, US DOT, or NHTSA. Page 13 of 15 40.1.4 That, in the event a contractor/funding recipient fails to comply with any nondiscrimination provisions in this Contract, the VVTSC will have the right to impose such contract sanctions as it or NHTSA determine are appropriate, including but not limited to withholding payments to the CONTRACTOR under the Contract until the CONTRACTOR complies, and/or cancelling, terminating, or suspending a contract or funding agreement, in whole or in part. 40.1.5, To insert this clause, including all paragraphs, in every sub-contract and sub-agreement and in every solicitation for a sub-contract or sub-agreement that receives federal funds under this program 41. PO_LITICAL ACTl1JITY (HATCH ACT) The CONTRACTOR will comply with provsions of the Hatch Act (5 U.S C. 1501-1506), which limit the political activities of employees whose principal employment activities are funded in whole or in part with federal funds. 42. PROHIB9TION ON USING GRANT'FUPIOS TO CFIE'CK FOR HELMET 99',SAt;E The CONTRACTOR will not use 23 U.S,C. Chapter 4 grant funds for programs to check hetmet usage or to create checkpoints that specifically target motorcyclists This Contract does not Include any aspects or elements of that usage or checkpoints, and so fully complies with this ret{ui°ement. 43. STATE LOBBYING None of the funds under this Contract will be used for any activity specifically designed to urge or influence a state or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any state or local legislative body. Such activities include bath direct and Indirect (e,g„ "grassroots") lobbying actwities, with one exception. This does not preclude a state official whose salary is supported with NHTTSA funds from engaging in direct communications with state on local legislative officials, in accordance with customary state practice, even if such communications urge legislative officials to favor or oppose the adoption of a specific pending legislative proposal. 44. pESIGNATED CONTACTS The following named individuals will serve as designated contacts for each of the Parties for all communications, notices, and reimbursements regarding this Contract. The Contact for the CONTRACTOR Is; The Contact for WTSC Is: Kenneth E. Thomas Jerry Noviello Chief of Police WTSC Program Manager Kent Police Department inoviello@wtsc wa-gov kthomas@kentwa.gov 360-725-9897 253-85Cr5890 45. AUTHORITY TO SIGN The undersigned acknowledge that they are authorized to execute this Contract and bind their respective agencies or entities to the obligations set forth herein. IN WITNESS WHEREOF, the Parties have executed this Contract. Page 14 of 15 KEN LIC.&DEPART Wr �� 7MI, Printed Name Title Date WASHINGTON TR FFIC SAFETY COMMISSION Signature .......... Printed Name Title Date Page 15 of 15